



















false
FY
2023
0001263364



























































































0001263364


2023-02-01
2024-01-31




0001263364


2023-07-31




0001263364


2024-05-14




0001263364


2022-02-01
2023-01-31




0001263364


2024-01-31




0001263364


2023-01-31




0001263364

us-gaap:RelatedPartyMember



2024-01-31




0001263364

us-gaap:RelatedPartyMember



2023-01-31




0001263364

us-gaap:PreferredStockMember



2022-01-31




0001263364

us-gaap:CommonStockMember



2022-01-31




0001263364

us-gaap:AdditionalPaidInCapitalMember



2022-01-31




0001263364

COPR:SubscriptionReceivableMember



2022-01-31




0001263364

us-gaap:RetainedEarningsMember



2022-01-31




0001263364


2022-01-31




0001263364

us-gaap:PreferredStockMember



2023-01-31




0001263364

us-gaap:CommonStockMember



2023-01-31




0001263364

us-gaap:AdditionalPaidInCapitalMember



2023-01-31




0001263364

COPR:SubscriptionReceivableMember



2023-01-31




0001263364

us-gaap:RetainedEarningsMember



2023-01-31




0001263364

us-gaap:PreferredStockMember



2022-02-01
2023-01-31




0001263364

us-gaap:CommonStockMember



2022-02-01
2023-01-31




0001263364

us-gaap:AdditionalPaidInCapitalMember



2022-02-01
2023-01-31




0001263364

COPR:SubscriptionReceivableMember



2022-02-01
2023-01-31




0001263364

us-gaap:RetainedEarningsMember



2022-02-01
2023-01-31




0001263364

us-gaap:PreferredStockMember



2023-02-01
2024-01-31




0001263364

us-gaap:CommonStockMember



2023-02-01
2024-01-31




0001263364

us-gaap:AdditionalPaidInCapitalMember



2023-02-01
2024-01-31




0001263364

COPR:SubscriptionReceivableMember



2023-02-01
2024-01-31




0001263364

us-gaap:RetainedEarningsMember



2023-02-01
2024-01-31




0001263364

us-gaap:PreferredStockMember



2024-01-31




0001263364

us-gaap:CommonStockMember



2024-01-31




0001263364

us-gaap:AdditionalPaidInCapitalMember



2024-01-31




0001263364

COPR:SubscriptionReceivableMember



2024-01-31




0001263364

us-gaap:RetainedEarningsMember



2024-01-31




0001263364

COPR:PurchaseAgreementMember



2022-02-03
2022-02-03




0001263364

COPR:ShareExchangeAgreementMember



2023-01-23
2023-01-23




0001263364

us-gaap:ConvertibleDebtSecuritiesMember



2023-02-01
2024-01-31




0001263364

COPR:SuretyAgreementMember



2016-12-31




0001263364

us-gaap:ConvertibleNotesPayableMember



2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:StevenRudofskyMember



2024-01-31




0001263364

COPR:StevenRudofskyMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:FeehanPartnersLPMember



2024-01-31




0001263364

COPR:FeehanPartnersLPMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:JeffreyVAndKarinRHembrockRevocableTrustMember



2024-01-31




0001263364

COPR:JeffreyVAndKarinRHembrockRevocableTrustMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:GaitondeLivingTrustGirishGaitondeTrusteeMember



2024-01-31




0001263364

COPR:GaitondeLivingTrustGirishGaitondeTrusteeMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:CoreyRedfieldMember



2024-01-31




0001263364

COPR:CoreyRedfieldMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:PVPartnersLPMember



2024-01-31




0001263364

COPR:PVPartnersLPMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:ShaunDykesMember



2024-01-31




0001263364

COPR:ShaunDykesMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:PatriciaCzerniejMember



2024-01-31




0001263364

COPR:PatriciaCzerniejMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:JamesDykesMember



2024-01-31




0001263364

COPR:JamesDykesMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:JasonCzerniejMember



2024-01-31




0001263364

COPR:JasonCzerniejMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:LouiseDykesMember



2024-01-31




0001263364

COPR:LouiseDykesMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:AndrewBrodkeyOneMember



2024-01-31




0001263364

COPR:AndrewBrodkeyOneMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:FeehanPartnersLPOneMember



2024-01-31




0001263364

COPR:FeehanPartnersLPOneMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:GilAtzmonMember



2024-01-31




0001263364

COPR:GilAtzmonMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleNotesPayableMember
COPR:JonPowellMember



2024-01-31




0001263364

COPR:JonPowellMember
us-gaap:ConvertibleNotesPayableMember



2023-02-01
2024-01-31




0001263364

us-gaap:ConvertibleDebtMember
us-gaap:MeasurementInputSharePriceMember



2024-01-31




0001263364

us-gaap:MeasurementInputSharePriceMember
us-gaap:ConvertibleDebtMember



2023-01-31




0001263364

us-gaap:ConvertibleDebtMember
us-gaap:MeasurementInputExercisePriceMember



2024-01-31




0001263364

us-gaap:MeasurementInputExercisePriceMember
us-gaap:ConvertibleDebtMember
srt:MinimumMember



2023-01-31




0001263364

us-gaap:MeasurementInputExercisePriceMember
us-gaap:ConvertibleDebtMember
srt:MaximumMember



2023-01-31




0001263364

us-gaap:ConvertibleDebtMember
us-gaap:MeasurementInputOptionVolatilityMember



2024-01-31




0001263364

us-gaap:MeasurementInputOptionVolatilityMember
us-gaap:ConvertibleDebtMember
srt:MinimumMember



2023-01-31




0001263364

us-gaap:MeasurementInputOptionVolatilityMember
us-gaap:ConvertibleDebtMember
srt:MaximumMember



2023-01-31




0001263364

us-gaap:MeasurementInputExpectedTermMember
us-gaap:ConvertibleDebtMember



2023-02-01
2024-01-31




0001263364

us-gaap:MeasurementInputExpectedTermMember
us-gaap:ConvertibleDebtMember
srt:MinimumMember



2022-02-01
2023-01-31




0001263364

us-gaap:MeasurementInputExpectedTermMember
us-gaap:ConvertibleDebtMember
srt:MaximumMember



2022-02-01
2023-01-31




0001263364

us-gaap:ConvertibleDebtMember
us-gaap:MeasurementInputRiskFreeInterestRateMember



2024-01-31




0001263364

us-gaap:MeasurementInputRiskFreeInterestRateMember
us-gaap:ConvertibleDebtMember
srt:MinimumMember



2023-01-31




0001263364

us-gaap:MeasurementInputRiskFreeInterestRateMember
us-gaap:ConvertibleDebtMember
srt:MaximumMember



2023-01-31




0001263364

us-gaap:ConvertibleDebtMember
us-gaap:MeasurementInputExpectedDividendRateMember



2024-01-31




0001263364

us-gaap:MeasurementInputExpectedDividendRateMember
us-gaap:ConvertibleDebtMember



2023-01-31




0001263364

COPR:YinYinSilverLimitedMember



2024-01-31




0001263364

COPR:YinYinSilverLimitedMember



2023-02-01
2024-01-31




0001263364

COPR:YinYinSilverLimitedOneMember



2024-01-31




0001263364

COPR:YinYinSilverLimitedOneMember



2023-02-01
2024-01-31




0001263364

COPR:YinYinSilverLimitedTwoMember



2024-01-31




0001263364

COPR:YinYinSilverLimitedTwoMember



2023-02-01
2024-01-31




0001263364

COPR:BarrySwensonMember



2024-01-31




0001263364

COPR:BarrySwensonMember



2023-02-01
2024-01-31




0001263364

COPR:DonHAdairOrJoanneAdairMember



2024-01-31




0001263364

COPR:DonHAdairOrJoanneAdairMember



2023-02-01
2024-01-31




0001263364

COPR:JosephSwinfordOrDanielleSwinfordMember



2024-01-31




0001263364

COPR:JosephSwinfordOrDanielleSwinfordMember



2023-02-01
2024-01-31




0001263364

COPR:BrandonSwainOrSierraSwainMember



2024-01-31




0001263364

COPR:BrandonSwainOrSierraSwainMember



2023-02-01
2024-01-31




0001263364

COPR:ScottCollinsOrKendraCollinsMember



2024-01-31




0001263364

COPR:ScottCollinsOrKendraCollinsMember



2023-02-01
2024-01-31




0001263364

COPR:CarlCollinsOrEllenCollinsMember



2024-01-31




0001263364

COPR:CarlCollinsOrEllenCollinsMember



2023-02-01
2024-01-31




0001263364

COPR:JimHammerelMember



2024-01-31




0001263364

COPR:JimHammerelMember



2023-02-01
2024-01-31




0001263364

COPR:BretRenaudMember



2024-01-31




0001263364

COPR:BretRenaudMember



2023-02-01
2024-01-31




0001263364

COPR:ElatamGroupLtdMember



2024-01-31




0001263364

COPR:ElatamGroupLtdMember



2023-02-01
2024-01-31




0001263364

COPR:JamesHardyMember



2024-01-31




0001263364

COPR:JamesHardyMember



2023-02-01
2024-01-31




0001263364

COPR:AcepacHoldingsMember



2024-01-31




0001263364

COPR:AcepacHoldingsMember



2023-02-01
2024-01-31




0001263364

COPR:RickWardMember



2024-01-31




0001263364

COPR:RickWardMember



2023-02-01
2024-01-31




0001263364

COPR:RobertAndJoanSweetmanMember



2024-01-31




0001263364

COPR:RobertAndJoanSweetmanMember



2023-02-01
2024-01-31




0001263364

COPR:MichaelSwensonMember



2024-01-31




0001263364

COPR:MichaelSwensonMember



2023-02-01
2024-01-31




0001263364

COPR:ConnieSunMember



2024-01-31




0001263364

COPR:ConnieSunMember



2023-02-01
2024-01-31




0001263364

COPR:ElizabethEnochMember



2024-01-31




0001263364

COPR:ElizabethEnochMember



2023-02-01
2024-01-31




0001263364

COPR:WilliamCStantonAndCarolStantonMember



2024-01-31




0001263364

COPR:WilliamCStantonAndCarolStantonMember



2023-02-01
2024-01-31




0001263364

us-gaap:CommonStockMember



2023-03-31
2023-03-31




0001263364

COPR:AndrewBrodkeyMember
us-gaap:CommonStockMember



2023-03-31
2023-03-31




0001263364

COPR:RobertScannellMember
us-gaap:CommonStockMember



2023-03-31
2023-03-31




0001263364

COPR:KolodnerMember
us-gaap:CommonStockMember



2023-03-31
2023-03-31




0001263364

COPR:StevenRudofskyMember
us-gaap:CommonStockMember



2023-03-31
2023-03-31




0001263364

COPR:AndrewBrodkeyMember



2023-03-31
2023-03-31




0001263364

COPR:RobertScannellMember



2023-03-31
2023-03-31




0001263364

COPR:KolodnerMember



2023-03-31
2023-03-31




0001263364

COPR:StevenRudofskyMember



2023-03-31
2023-03-31




0001263364

COPR:StevenRudofskyMember



2023-03-31




0001263364

srt:OfficerMember



2023-02-01
2024-01-31




0001263364

COPR:StevenRudofskyMember



2023-01-23




0001263364

COPR:RobertScannellMember



2023-01-23




0001263364

COPR:AndrewBrodkeyMember



2023-01-23




0001263364

COPR:ShaunDykesMember



2023-01-23




0001263364

us-gaap:RelatedPartyMember



2023-01-23




0001263364

COPR:AndrewBrodkeyMember



2024-01-31




0001263364

COPR:SubscriptionAgreementMember



2024-01-12
2024-01-12




0001263364

COPR:SubscriptionAgreementMember



2024-01-12




0001263364

us-gaap:WarrantMember
COPR:SubscriptionAgreementMember



2024-01-12




0001263364

us-gaap:WarrantMember



2023-02-01
2024-01-31




0001263364

us-gaap:CommonStockMember



2023-01-23
2023-01-23




0001263364

us-gaap:CommonStockMember
COPR:NewbridgeMember



2023-01-23
2023-01-23




0001263364

us-gaap:CommonStockMember



2023-01-23




0001263364

us-gaap:CommonStockMember
COPR:StevenDelongaAndJohnHedgesMember



2023-01-23
2023-01-23




0001263364

us-gaap:CommonStockMember
COPR:StevenDelongaAndJohnHedgesMember



2023-01-23




0001263364

us-gaap:CommonStockMember
COPR:DavidLubinMember



2023-01-23
2023-01-23




0001263364

us-gaap:CommonStockMember
COPR:DavidLubinMember



2023-01-23




0001263364

us-gaap:CommonStockMember



2023-03-31




0001263364

us-gaap:CommonStockMember



2023-08-19
2023-08-19




0001263364

COPR:AndrewBrodkeyMember
us-gaap:CommonStockMember



2023-08-19
2023-08-19




0001263364

COPR:RobertScannellMember
us-gaap:CommonStockMember



2023-08-19
2023-08-19




0001263364

COPR:KolodnerMember
us-gaap:CommonStockMember



2023-08-19
2023-08-19




0001263364

COPR:StevenRudofskyMember
us-gaap:CommonStockMember



2023-08-19
2023-08-19




0001263364

COPR:EmployeesAndConsultantsMember
us-gaap:CommonStockMember



2023-08-19
2023-08-19




0001263364

COPR:AndrewBrodkeyMember



2023-08-19
2023-08-19




0001263364

COPR:RobertScannellMember



2023-08-19
2023-08-19




0001263364

COPR:KolodnerMember



2023-08-19
2023-08-19




0001263364

COPR:StevenRudofskyMember



2023-08-19
2023-08-19




0001263364


2023-08-19
2023-08-19




0001263364

us-gaap:CommonStockMember



2023-08-19




0001263364

us-gaap:CommonStockMember



2023-11-02
2023-11-02




0001263364

us-gaap:CommonStockMember



2023-11-02




0001263364

COPR:OfficersDirectorsAndEmployeesMember



2023-01-23
2023-01-23




0001263364


2023-01-23




0001263364


2023-01-23
2023-01-23




0001263364

us-gaap:WarrantMember



2024-01-31




0001263364

us-gaap:WarrantMember



2023-01-31




0001263364

us-gaap:WarrantMember



2023-01-23
2023-01-23




0001263364

us-gaap:WarrantMember



2023-01-23




0001263364

us-gaap:WarrantMember



2023-05-08
2023-05-08




0001263364

us-gaap:WarrantMember



2023-05-08




0001263364


2023-08-14
2023-08-14




0001263364


2023-11-13
2023-11-13




0001263364


2023-11-22
2023-11-22




0001263364


2024-01-31
2024-01-31




0001263364

us-gaap:WarrantMember



2023-08-14
2023-08-14




0001263364

us-gaap:WarrantMember



2023-11-13
2023-11-13




0001263364

us-gaap:WarrantMember



2023-11-12
2023-11-12




0001263364

us-gaap:WarrantMember



2024-01-31
2024-01-31




0001263364

us-gaap:WarrantMember



2023-08-14




0001263364

us-gaap:WarrantMember



2023-11-13




0001263364

us-gaap:WarrantMember



2023-11-12




0001263364


2023-08-14




0001263364


2023-11-13




0001263364


2023-11-12




0001263364


2023-11-22




0001263364

us-gaap:WarrantMember



2023-11-17
2023-11-17




0001263364

us-gaap:WarrantMember



2023-11-17




0001263364

us-gaap:WarrantMember



2023-12-08
2023-12-08




0001263364

us-gaap:WarrantMember



2023-12-08




0001263364

COPR:WarrantOneMember



2023-12-08
2023-12-08




0001263364

COPR:WarrantOneMember



2023-12-08




0001263364

us-gaap:WarrantMember
us-gaap:ConvertibleNotesPayableMember



2024-01-31




0001263364

us-gaap:WarrantMember
us-gaap:ConvertibleNotesPayableMember



2023-05-08




0001263364

us-gaap:WarrantMember
COPR:SeriesAConvertibleNonVotingPreferredStockMember



2023-05-08
2023-05-08




0001263364

us-gaap:WarrantMember
COPR:SeriesAConvertibleNonVotingPreferredStockMember



2024-01-31




0001263364

us-gaap:WarrantMember
COPR:SeriesAConvertibleNonVotingPreferredStockMember



2023-01-31




0001263364

us-gaap:MeasurementInputSharePriceMember
us-gaap:WarrantMember
srt:MinimumMember



2024-01-31




0001263364

us-gaap:MeasurementInputSharePriceMember
us-gaap:WarrantMember
srt:MaximumMember



2024-01-31




0001263364

us-gaap:MeasurementInputExercisePriceMember
us-gaap:WarrantMember



2024-01-31




0001263364

us-gaap:MeasurementInputOptionVolatilityMember
us-gaap:WarrantMember
srt:MinimumMember



2024-01-31




0001263364

us-gaap:MeasurementInputOptionVolatilityMember
us-gaap:WarrantMember
srt:MaximumMember



2024-01-31




0001263364

us-gaap:MeasurementInputExpectedTermMember
us-gaap:WarrantMember



2024-01-31




0001263364

us-gaap:MeasurementInputRiskFreeInterestRateMember
us-gaap:WarrantMember
srt:MinimumMember



2024-01-31




0001263364

us-gaap:MeasurementInputRiskFreeInterestRateMember
us-gaap:WarrantMember
srt:MaximumMember



2024-01-31




0001263364

us-gaap:MeasurementInputExpectedDividendRateMember
us-gaap:WarrantMember



2024-01-31




0001263364

srt:MinimumMember



2023-02-01
2024-01-31




0001263364

srt:MaximumMember



2023-02-01
2024-01-31




0001263364

COPR:LeaseAgreementMember



2023-02-01
2024-01-31




0001263364

COPR:LeaseAgreementMember
COPR:DuringMarchTwoThousandTwentyFourMember



2023-02-01
2024-01-31




0001263364

COPR:LeaseAgreementMember
COPR:BeginningMayOneTwoThousandTwentyFourAndEndingOnFebruaryOneTwoThousandTwentyFiveMember



2023-02-01
2024-01-31




0001263364

us-gaap:SubsequentEventMember
COPR:SubscriptionAgreementMember



2024-04-30




0001263364

us-gaap:SubsequentEventMember
COPR:SubscriptionAgreementMember



2024-04-30
2024-04-30




0001263364

us-gaap:SubsequentEventMember



2024-04-30




0001263364

us-gaap:SubsequentEventMember



2024-04-01
2024-04-30




0001263364

us-gaap:SubsequentEventMember
COPR:StevenRudofskyMember



2024-04-01
2024-04-30




0001263364

us-gaap:SubsequentEventMember
COPR:AndrewBrodkeyMember



2024-04-01
2024-04-30




0001263364

us-gaap:SubsequentEventMember
COPR:ScannellMember



2024-04-01
2024-04-30




0001263364

us-gaap:SubsequentEventMember
us-gaap:CommonStockMember



2024-04-01
2024-04-30




0001263364

us-gaap:SubsequentEventMember
COPR:ShaunDykesMember



2024-04-01
2024-04-30




0001263364

us-gaap:SubsequentEventMember
us-gaap:WarrantMember



2024-04-01
2024-04-30




0001263364

us-gaap:SubsequentEventMember
COPR:VariousIndividualsMember



2024-02-01
2024-05-15



iso4217:USD


xbrli:shares




iso4217:USD


xbrli:shares




xbrli:pure














 

 
 
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
 
FORM
10-K
 
☒
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the fiscal year ended January 31, 2024
 
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the transition period from _______ to _______
 
Commission
File Number: 333-108715
 

IDAHO
COPPER CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)

 


Nevada
 
98-0221494

(State
                                            or Other Jurisdiction of
Incorporation
    or Organization)
 
(I.R.S.
                                            Employer
Identification
    No.)

 
 

800
    W. Main St, Ste 1460
Boise, ID
 
83702

(Address
    of Principal Executive Offices)
 
(Zip
    Code)

 
(208)
274-9220
(Registrant’s
telephone number, including area code)
 
Securities
registered pursuant to Section 12(b) of the Act:
 


Title
    of each class
 
Trading
    Symbol(s)
 
Name
    of each exchange on which registered

N/A
 
N/A
 
N/A

 
Securities
registered pursuant to Section 12(g) of the Act:
 
N/A
(Title
of class)
 
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate
by check mark if the Registrant is not required to file Reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
 
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 
 
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes ☒ No ☐
 
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small Reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act.
 


Large
    accelerated filer
☐
Accelerated
    filer
☐

Non-accelerated
    filer
☒
Smaller
    Reporting company
☒

 
 
Emerging
    Growth company
☐

 
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate
by check mark whether the registrant has filed a Report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial Reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit Report. ☐
 
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
 
The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $13,340,657.
Solely for purposes of this Annual Report, shares of common stock held by executive officers and directors of the Registrant as of such
date have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as
affiliates is not necessarily a conclusive determination for any other purposes.
 
As
of May 14, 2024, there were 248,212,528 shares of the registrant’s common stock issued and outstanding.
 

 
 

   
 

 
IDAHO
COPPER CORPORATION
(FORMERLY
KNOWN AS JOWAY HEALTH INDUSTRIES GROUP INC.)
Annual
Report on Form 10-K
For
the year ended January 31, 2024
 
TABLE
OF CONTENTS
 


 
Page

PART I
 

 
 

ITEM 1. BUSINESS
1

 
 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
6

 
 

ITEM 1A. RISK FACTORS
7

 
 

ITEM 1B. UNRESOLVED STAFF COMMENTS
7

 
 

ITEM 1C. CYBERSECURITY
7

 
 

ITEM 2. PROPERTIES
7

 
 

ITEM 3. LEGAL PROCEEDINGS
12

 
 

ITEM 4. MINE SAFETY DISCLOSURES
12

 
 

PART II
 

 
 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
13

 
 

ITEM 6. [RESERVED]
13

 
 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
14

 
 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
19

 
 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
19

 
 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
19

 
 

ITEM 9A. CONTROLS AND PROCEDURES
19

 
 

ITEM 9B. OTHER INFORMATION
21

 
 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
21

 
 

PART III
 

 
 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
21

 
 

ITEM 11. EXECUTIVE COMPENSATION
23

 
 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
25

 
 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
27

 
 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
28

 
 

PART IV
 

 
 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
29

 
 

SIGNATURES
30

 

 i 
 

 
PART
I
 
Item
1. BUSINESS.
 
Overview
 
Background
 
Idaho
Copper Corporation (formerly known as Joway Health Industries Group Inc.) (the “Company” or “Idaho Copper”),
incorporated in Nevada, was initially engaged in the manufacture, distribution, and sales of tourmaline-related healthcare products through
operating entities in China. As a result of the consummation of the transactions contemplated by the Merger Agreement (the “Merger
Agreement”), dated as of December 31, 2020, with Dynamic Elite International Limited, a British Virgin Islands company, Crystal
Globe Limited, a British Virgin Islands company, and Joway Merger Subsidiary Limited, a British Virgin Islands company, the Company no
longer had any assets or business operations. Accordingly, the Company became a shell company, as that term is defined in Rule 12b-2
of the Exchange Act of 1934, as amended (the “Exchange Act”).
 
On
February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022
(the “Purchase Agreement”), by and among the Company, Crystal Globe Limited and JHP Holdings, Inc., a Nevada corporation
(“JHP”), pursuant to which JHJP purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares
represented 83% of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares paid
by JHP was $100,000. Pursuant to the Purchase Agreement, each of Crystal Globe, JHP and the Company made customary representations and
warranties to each other. In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company,
resigned and Ramon Lata was appointed as the sole officer and director of the Company.
 
On
January 23, 2023, the Company entered into and consummated the transactions contemplated by a share exchange agreement (the “Share
Exchange Agreement”) by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ICUMO”),
and all of the shareholders of ICUMO (collectively, the “ICUMO Shareholders”). Pursuant to the terms of the Share Exchange
Agreement, the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO to the Company in exchange
for newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). As a result
of this share exchange (the “Exchange”), ICUMO became a wholly owned subsidiary of the Company.
 
ICUMO
owns or controls the mining claims and rights to the CuMo Project, a large primary molybdenum deposit with silver and copper deposits.
Located in Boise County, Idaho, ICUMO was formed to explore the geologic and environmental factors that will determine the future development
plan of the CuMo Project. A more detailed description of ICUMO’s history and business is included in Item 2 below.
 
Pursuant
to the terms of the Share Exchange Agreement, each share of ICUMO’s common stock held by the ICUMO Shareholders was converted into
the right to receive the number of shares of Common Stock (the “Exchange Shares”) equal to an exchange ratio of 1.34 (the
“Exchange Ratio”).
 
As
a result of the Exchange, a change in control of the Company occurred with the ICUMO Shareholders owning 90.1% of the issued and outstanding
shares of Common Stock. Immediately after giving effect to the Exchange, there were 202,294,000 issued and outstanding shares of Common
Stock, held as follows:
 


 
●
The
    stockholders of the Company prior to the Exchange held 20,054,000 shares of issued and outstanding Common Stock; and

 
 
 

 
●
The
    ICUMO Shareholders held 182,240,000 shares of issued and outstanding Common Stock.


 

1
 


 
Pursuant
to the terms of the Share Exchange Agreement, on January 23, 2023 at the closing of the Exchange (the “Closing”) the
Company assumed: (i) all ICUMO’s obligations for the options, whether or not vested, granted to key management personnel
pursuant to certain incentive stock option agreements (the “Incentive Stock Options”), and any vested options are now
exercisable to purchase shares of Common Stock at an exercise price of $0.125 until December 31, 2027; and (ii) all ICUMO’s
obligations pursuant to certain warrants to purchase shares of ICUMO common stock (the “2021 Warrants”), which warrants
are now exercisable to purchase shares of Common Stock, at an exercise price of $0.15, until May 11, 2027. The Incentive Stock
Options and 2021 Warrants are (i) exercisable for that number of shares of Common
Stock equal to the number of shares of ICUMO’s common stock subject to such option and warrants, immediately prior to the
Closing and as adjusted by the Exchange Ratio, and (ii) have an initial exercise price per share equal to the initial exercise
price per share in effect for that option or warrant immediately prior to the Closing. With respect to these Incentive Stock Options
and 2021 Warrants, the Company assumed at Closing, after applying the Exchange Ratio, vested and unvested options to purchase an aggregate of
56,615,000 shares of Common Stock and warrants exercisable for up to 41,540,000 shares of Common Stock.
 
At
the Closing, Ramon Lata, the sole officer, and director of the Company, resigned from all his offices and from the Board of Directors
of the Company (the “Board”). In his place, the Board appointed four new directors, Robert Scannell, John Moeller, Shaun
Dykes, and Andrew Brodkey, and the following four executive officers, Steven Rudofsky as Chief Executive Officer and President, Robert
Scannell as Chief Financial Officer, Andrew Brodkey as Chief Operating Officer, and Shaun Dykes as Vice President, Exploration.

 
Private
Placement by ICUMO
 
Prior
to entering into the Share Exchange Agreement, from December 2022 to January 9, 2023, ICUMO conducted a private placement offering whereby
it issued and sold convertible secured promissory notes in the total amount of $898,000 with a conversion price of $0.10 (the “Notes”)
and 8,980,000 warrants to purchase ICUMO common stock, with an exercise price of $0.15 (the “2023 Warrants”). As a condition
to entering into the Share Exchange Agreement, ICUMO and the Company agreed that the Company would exchange the Notes and 2023 Warrants
for notes and warrants issued by the Company. Such replacement notes and warrants were
issued by the Company to the holders of the Notes and 2023 Warrants on January 23, 2023 (the “Replacement Notes and Warrants”).
After applying the Exchange Ratio to the conversion rate, the Company now has outstanding convertible secured promissory notes in the
principal amount of $898,000 which will convert into shares of Common Stock at an adjusted conversion price of $0.075 per share of Common
Stock and 11,973,333 warrants to purchase shares of Common Stock at an adjusted exercise price of $0.15 per share. Principal on the Notes
is due and payable on July 23, 2025. The warrants expire on January 9, 2028.
 
The
Replacement Notes and Warrants are secured by a first priority lien on all of the assets and mining claims of the Company, other than
certain patented lode mining claims that represent approximately 7.3% of the CuMo Project.
 
The
Company continues to be a “smaller reporting company,” as defined under the Exchange Act, however, as a result of the Exchange,
the Company has ceased to be a “shell company”.
 
In
connection with the Exchange, the Company entered into lock-up and leak-out agreements (“Lock-Up Agreements”) with (i)
certain majority shareholders of ICUMO, (ii) the holders of the Incentive Stock Options, (iii) the majority stockholder of the
Company prior to the Exchange; and (iv) certain service providers who will receive shares of Common Stock as payment for services
rendered in connection with the Share Exchange Agreement. These Lock-Up Agreements cover the Exchange Shares, any Common Stock
issued pursuant to the exercise of any Incentive Stock Options or 2021 Warrants, and all shares of Common Stock issued to such
service providers (the “Covered Securities”). The Lock-Up Agreements did not require any additional restrictions to be
added to the Covered Securities at issuance but rather were applicable to the holders of the Covered Securities. The Lock-up
Agreements provide that the Covered Securities are subject to an 18-month lock-up from January 23, 2023, subject to (i) early
release upon the Company up-listing to a national securities exchange, and (ii) termination upon certain corporate events and
transactions, and also provide for certain limited permitted transfers where the recipient takes the shares subject to the
restrictions in the Lock-Up Agreement. At the end of the lock-up period, the Covered Securities are subject to a one-year leak-out
restriction for public resales of five percent of the trailing ten (10) day average trading volume of the Common Stock. The Company
may waive these restrictions.
 
In
connection with the transactions contemplated by the Share Exchange Agreement, prior to the Closing, the Company assigned all the amounts
owed to a third-party service provider to JHP, the former controlling stockholder of the Company. Pursuant to the terms of this Debt
Assignment and Release Agreement, JHP Holdings, Inc. assumed all the outstanding debts of the Company as of January 23, 2023.

 

2
 


 

The CuMo Project, Geology and Mineralization
 
The CuMo Project currently consists of one hundred
and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately
2,640 acres. The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho,
spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.
 
The regional tectonic setting consists of a basement
of amalgamated Archean and Paleoproterozoic crystalline terrains that were joined during the Paleoproterozoic Trans-Montana orogeny, and
are overlain discontinuously by sedimentary rocks of Mesoproterozoic, Neoproterozoic, and Paleozoic ages; and volcanic and sedimentary
rocks of Eocene and Miocene ages. Voluminous tonalite to granite bodies of the Idaho batholith and later granitic plutons of Eocene age
intrude the older rocks. Major deformational episodes superimposed on the Precambrian basement include the Cretaceous Sevier orogeny,
which mainly involved east-vergent “thin-skinned” thrusting; Eocene extensional deformation, which resulted in development
of metamorphic core complexes; and basin and range type faulting.



 
The CuMo deposit is situated within the Idaho batholith
and is part of a regional scale belt of porphyry and related deposits identified as the Idaho-Montana Porphyry Belt. Igneous complexes
in this belt are interpreted to be related to an Eocene, intra-arc rift, and are characterized by alkalic rocks in the northeast, mixed
alkalic and calc-alkalic rocks in the middle, and calc-alkaline rocks in the southwest. The CuMo deposit is located at the southwestern
end of this belt and is associated with a calc-alkalic monzogranite, reported as 45-52Ma age that intrudes Cretaceous equigranular intrusive
rocks of the Atlanta Lobe of the Idaho Batholith. The CuMo area is underlain by biotite granodiorite, the most common rock type of the
Atlanta lobe of the Idaho batholith. All of the felsic intrusive phases contain molybdenite (MoS2) mineralization.
 
The CuMo deposit is located in an historic gold mining
camp. Gold was discovered in the Boise Basin in 1862 and lode mining began within a year. As of 1940, total gold production amounted to
2.8 million ounces of which 74% was from placer operations. More gold has been produced from the Boise Basin than any other mining locality
in Idaho. Although they are primarily gold deposits, considerable silver and minor copper, lead and zinc were produced as byproducts from
the lodes.
 
The area features two separate mineralizing events
that are referred to as early Tertiary and early Miocene. The first event consists of gold-quartz veins containing minor sulfide minerals
that occur within the Idaho batholith and are associated with weak wall rock alteration. Associated sulfide minerals include pyrite, arsenopyrite,
sphalerite, tetrahedrite, chalcopyrite, galena, and stibnite. The second mineralizing event occurs within porphyry dikes and stocks as
well as in the batholith, and is characterized by relatively abundant sulfide mineralization, subordinate quartz, and widespread wall
rock alteration. Base metal mineralization consists of pyrite, sphalerite, galena, tetrahedrite, chalcopyrite, minor quartz, and siderite
with local occurrences of pyrrhotite and enargite.
 
Molybdenum mineralization was discovered at CuMo in
1963. Mineralization on the property occurs in veins and veinlets developed within various intrusive bodies. Molybdenite (MoS2) occurs
within quartz veins, veinlets, and vein stockworks. Individual veinlets vary in size from tiny fractures to veinlets five centimeters
in width, with an overall thickness averaging 0.3- 0.4 cm. Pyrite and/or chalcopyrite are commonly associated with molybdenite although
molybdenite can occur alone without other metallic mineralization.
 
The CuMo deposit has been classified as a porphyry
copper molybdenum deposit. But more specifically, it is a stockwork-type deposit where the principal mineralization, as described immediately
above, is found in thin veins and veinlets, whereas a typical porphyry deposit features disseminated mineralized areas throughout the
orebody.
 
The CuMo deposit is typical of large, dispersed, lower
grade copper-molybdenum deposits that are associated with hybrid magmas typified by fluorine-poor, differentiated monzogranite igneous
complexes. Due to their large size, the total contained economic molybdenum in these types of deposits can be equivalent to or exceed
that of high-grade molybdenum deposits. 
 
Internal Controls and Data Verification
 
Shaun M. Dykes (the “Qualified Person”) reviewed the procedures used by ICUMO and produced a description and an analysis of the results as contained in Section 8 of the TRS.
These are standard data verifications with no limitations.

 

3
 


 
All assay results used in the verification process
by the Qualified Person were obtained from fully certified analytical laboratories with signed assay certificates.
 
The Qualified Person has reviewed the data collection
and verification procedures followed by ICUMO and by third parties on behalf of ICUMO, and believes these procedures are consistent with
industry best practices and acceptable for use in geological and resource modelling.
 
These procedures have also been verified by several
independent qualified people over the years.
 
For more information about quality control/quality
assurance and data verification, see Section 8 and Section 9 of the TRS.
 
The mineral resources estimated may ultimately be
affected by a broad range of environmental, permitting, socio-economic (as discussed in Section 17 of the TRS), legal, title (as discussed
in Section 3 of the TRS), marketing and political factors (as discussed in Section 22 of the TRS). At this time the authors are unaware
of any of these factors that could materially affect the mineral resource estimate. Of course, going forward, relevant factors that could
influence the resource estimate include changes to the geological, geotechnical or geometallurgical models, infill drilling to convert
mineral resources to a higher classification, drilling to test for extensions to known resources, collection of additional bulk density
data and significant changes to commodity prices. It should be noted that all these factors pose potential risk and opportunities to the
current mineral resource.
 
Current Planned Working Programs
 
Ore Sorting and Updated Preliminary Economic Assessment
 
ICUMO presently is investigating the potential to
utilize additional ore sorting scanning technologies to optimize the separation of waste from ore post-mining and increase the head grade
of ICUMO ore being fed to a concentrator. The thin-veined, stockwork nature of the CuMo deposit lends itself nicely to ore sorting, as
noted above, since these darker colored veins largely carry the metals of interest and are much different from waste in appearance. A
visual scanning exercise of all of the core recovered from the drilling activities described herein shows that on average, 84% of the
waste mined can be theoretically separated through application of ore sorting, versus the 28% waste removal that SRK Consulting (Canada)
Inc. (“SRK”) conservatively used in its 2020 Preliminary Economic Assessment (“PEA”). There are over 90 active
mines in the world today which utilize some form of ore sorting.
 
ICUMO’s sorting examination is designed to not
just rely on a single sorting pass, but to possibly integrate multiple sorting technologies, such as combining surface XRF scanning at
the face with downstream penetrative prompt gamma neutron activation analysis (PGNAA) or pulsed fast thermal neutron activation (PFTNA)
scanners installed on the material conveyors, and potentially particle scanners to finish. The potential combination of different ore
sorting technologies and equipment is intended to enable the Company to optimize the separation of ore from waste, substantially increasing
the head grade of mill feed, and thereby reducing the size of the concentrator which then will only be concerned with the processing of
ore. Consequently, this will in theory allow the Company to design and build a smaller concentrator, significantly reducing capital and
operating costs. As an example, the Company believes that if ore sorting can remove 75% of waste pre-mill feed, this result will reduce
the size of the mill to around 30,000 tons per day to produce the same amount of metal as the SRK 2020 PEA mill design of 150,000 tons
per day, and thereby save over $1.5 billion in projected capital expenditures. The Company has just commenced initial discussions with
consultants, and mining equipment providers who design and fabricate penetrative scanning systems for testing of CuMo material.

 

4
 


 
To date, ICUMO has performed an internal ore
sorting investigation. The next phase of of ore sorting will require the Company to contract with an independent third-party
engineering firm to publish an updated PEA, utilizing ore sorting results to revise the technical and economic sections of the
document. The expected budget for this work is roughly $750,000 and expected completion in the fourth quarter of 2024 assuming the
Company is able to raise sufficient additional capital to commission the PEA. There can be no assurance the Company will be able to raise such capital nor complete the PEA timely based on the
Company’s current operational state and available capital. Refer to the Company’s Item 1A “Risk Factors” additional
information concerning the Company’s current level of available capital.
 
Additional Exploration and Metallurgical Studies; Pre-Feasibility
Study
 
Following completion of the updated PEA and pending
issuance of a new FONSI by the USFS relating to the “2018 Supplemental Redline Environmental Assessment CuMo Exploration Project”
issued by the USFS (the “2018 SREA”), the Company intends to resume its plans for additional exploration including infill,
expansion, and geotechnical pit wall drilling. The infill work is intended to enable the Company to reclassify resources currently labeled
as Inferred, to the level of Indicated, or Measured and Indicated. The expansion drilling should allow the Company to add more resources
to at least the Inferred category. The Company has tentatively budgeted $8 million for this drilling work.
 
The Company also plans to initiate additional metallurgical
studies to (1) determine the optimal concentrator design for both copper-silver, and molybdenum concentrate circuits, and (2) investigate
the potential to recover copper and molybdenum via heap leaching of lower grade ore that is stockpiled and not immediately processed at
the concentrator. The Company has identified a number of outside consultants that can be engaged for both of these studies. In total,
the Company expects that these studies will cost approximately $1,000,000 and will take on the order of four (4) months to complete.
 
These undertakings are part of the Company’s
plan to develop an independent, third-party Pre-Feasibility Study (PFS) for the CuMo Project. In addition to the exploration and metallurgical
work, explained above, the PFS will include expenditures for infrastructure and road improvements, environmental and permitting work,
preliminary engineering, community, and public/governmental relations work, and potentially costs for expansion of the current land position.
All-in, the Company has budgeted a range of $25 to $30 million to reach the PFS stage and estimates that the PFS can be completed within
two years of the release of the updated PEA.
 
Competitive Position in the Industry
 
The mineral exploration, development, and production
industry are largely un-integrated. The Company competes with other exploration companies looking to acquire and obtain financing for
the exploration and development of mineral resource properties. While the Company competes with other exploration companies to locate
and acquire mineral resource properties, it may also compete with them for the removal or sales of mineral products from its properties
if it should eventually discover their presence in quantities sufficient to make production economically feasible. Readily available markets
for the sale of mineral products only sometimes exist for all mineral commodities; however, the principal CuMo Project commodities of
copper, silver and molybdenum are traded on international exchanges and therefore, at a minimum a terminal market exists for which these
commodities can be delivered and sold.
 
Competition
 
ICUMO’s competition includes large, established
mining companies with substantial capabilities and more significant financial and technical resources. As a result of this competition,
it may have to compete for financing and may need help to acquire the funding on terms it considers acceptable. ICUMO may also have to
compete with other mining companies to recruit and retain qualified managerial and technical employees. If ICUMO cannot compete successfully
for financing or qualified employees, its exploration programs may be slowed down or suspended, which may cause it to cease operations
as a company.
 
Employees
 
As of the date of this Report, other than certain
executives, ICUMO has no employees. ICUMO does not have or maintain any employee benefit plans or similar plans under any applicable laws.

 
Name
Change
 
On
February 7, 2023, the Board and the holder of 121,343,700 shares of Common Stock, representing approximately 59.98% of the Company’s
voting equity, approved by written consent, in accordance with the applicable provisions of Nevada law, the execution and filing of a
Certificate of Amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Nevada Secretary of State,
to effect the change of the Company’s name from “Joway Health Industries Group Inc.” to “Idaho Copper Corporation”.
On March 9, 2023, the Company filed the Amendment with the Nevada Secretary of State, with immediate effect.
 

5
 


 
Recent Developments
 
Between February and
April 2024, we entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors
(each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold
to the Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and,
collectively, the “Units”), for a purchase price of $12,000 per Unit, for gross proceeds of $1,952,000.
Each Unit consists of one (1) share of the Company’s Series A Convertible
Non-Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock
purchase warrants (the “Warrants”). Each share of Preferred Stock converts into
50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Warrant entitles the
holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share. The Company intends to
utilize the net proceeds from the sale of the Units in the Offering for working capital and general corporate purposes.
 
Newbridge Securities Corporation
acted as the sole placement agent and received cash commissions of 10.0% of the gross proceeds. Certain members of placement agent participated
as investors in the Offering.
 
Pursuant to the Subscription Agreements, the Company agreed to file a registration
statement with the Securities and Exchange Commission to register the re-sale of the shares of Common Stock issuable upon the conversion
of the Preferred Stock and upon the exercise of the Warrants within 90 business days after the final Closing date. If the Company fails
to file a registration statement by such date, the Company shall pay the Subscribers 2.5% of their respective purchase price for each
30 days that the registration statement is not filed, with a maximum of 10%.
 
Available
Information
 
We
file annual, quarterly, and current reports and other information with the SEC. You may read and copy any reports, statement or other
information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at (202) 551-8090 for further information on the public reference room. These SEC filings are also available to the public
from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov.
 
The
Company’s website is www.idaho-copper.com. The Company’s website is not incorporated in this Form 10-K.
 
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
 

This Annual Report on Form
10-K (this “Report”) for the Company, contains forward-looking statements that relate
to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other
factors include those listed under “Risk Factors” and elsewhere in this Report. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue”
or the negative of these terms or other comparable terminology.
 
Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in this Report in greater detail
under the heading “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking
statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. You
should read this Annual Report on Form 10-K and the documents that we have filed as exhibits to this Annual Report completely and with
the understanding that our actual future results may be materially different from what we expect.

 

6
 

 
Except as required by law, we assume no obligation to update these forward-looking
statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements,
even if new information becomes available in the future. Given these risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.
 
Item
1A. RISK FACTORS
 
As a smaller reporting company, we are not required to provide a statement
of risk factors.
 
An investment in our common stock involves a high degree of risk. You should
carefully consider the following risk factors before deciding to invest in our company. If any of the following risks actually occur,
our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you may lose all or
part of your investment in our company.
 
Item
1B. UNRESOLVED STAFF COMMENTS
 
None.

 
Item
1C. Cybersecurity
 
Cybersecurity
Risk Management and Strategy
 
We,
like other companies in our industry, face several cybersecurity risks in connection with our business. Our business strategy, results
of operations, and financial condition have not, to date, been materially affected by risks from cybersecurity threats. During the reporting
period, we have not experience any material cyber incidents, nor have we experienced a series of immaterial incidents, which would require
disclosure.
 
We
will implement a cybersecurity program in the future. The program will be aimed at safeguarding the confidentiality, integrity, and availability
of our essential systems and information, and will be designed to detect and mitigate risks from cybersecurity threats to our data and
our systems. Central to our future cybersecurity efforts will be a robust incident response plan designed to address potential cyber
incidents swiftly and effectively.
 
In
designing and evaluating our cybersecurity program, we will adopt the National Institute of Standards and Technology Cybersecurity Framework
(“NIST CSF 2.0”) as a guiding principle. It is important to clarify that our use of the NIST CSF 2.0 is for guidance purposes
to frame our risk identification, assessment and management processes and does not equate to compliance with any specific technical standards
or requirements.
 
The
key components of our future cybersecurity program will include:
 

●conducting
                                            risk assessments to pinpoint material cybersecurity threats to our critical systems, data,
                                            products, services, and overall IT infrastructure;

●a
                                            third-party security expert consultant overseeing the risk assessment process, maintenance
                                            of security controls, and coordination of responses to cybersecurity incidents;

●engagement
                                            with external service providers to evaluate, enhance, or support our security measures; and

●an
                                            incident response plan outlining specific procedures for managing cybersecurity incidents;
                                            
 
Cybersecurity
Governance
 
The
governance of cybersecurity risks is a critical function of our Board of Directors which has a key role in the oversight of
cybersecurity and related technology risks. The Board of Directors is tasked with monitoring the effectiveness of our
cybersecurity risk management program as implemented by management.
 
The
Board of Directors will receive regular updates from management on the state of cybersecurity risks facing the Company. This
includes briefings on any significant cyber incidents and ongoing risk management efforts.
 
The
responsibility for day-to-day management of cybersecurity risks lies with our management team, including the Chief Financial Officer
and Chief Executive Officer. This team will be at the forefront of our cybersecurity initiatives, coordinating both internal and external resources to
anticipate, identify, and mitigate cyber threats. Our approach will include regular updates from our third-party security expert
consultant, leveraging intelligence from various sources, and utilizing advanced security tools to protect our digital
environment.
 
Item
2. PROPERTIES.
 
Mining
Property
 
To
determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and
qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that,
as of the date of the filing of this Report, its sole material mining operation is the CuMo Project. The Company will update its assessment
of individually material mines on an annual basis.
 
The
information relating to such sole material mining operation is contained in the technical report summary (“TRS”) relating
to the CuMo Project prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Reference should be made to the
full text of the TRS, a copy of which is filed as Exhibit 96.1 and incorporated herein by reference. A glossary of terms used herein
can be found in the TRS.
 
Pursuant
to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes,
M. Sc. (Eng), P.Geo of Geologic Systems, Ltd. Mr. Dykes meets the qualifications specified under the definition of “qualified person”
under Item 1300 of Regulation S-K.

 
The CuMo Project currently consists of one hundred and twenty-six (126)
federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres.
The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho, spanning
Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian. The names of the unpatented claims, and the place of record of the location
notices thereof in the official records of the Boise County recorder, and the authorized office of the Bureau of Land Management are as
follows:
 

7
 

 
Table
1
 
The
following table lists the unpatented mining claims currently a part of the CuMo Project:
 

 

8
 

 

 


9
 

 

 

10
 

 
On
August 24, 2021, ICUMO and Computershare Trust Company of Canada entered into a 7.5% Secured Note Indenture under which the aggregate
principal amount of notes authorized to be issued is $15,000,000, with a maturity date of May 31, 2028. The 7.5% Secured Note Indenture
is secured by all of the mining claims of ICUMO that represent the CuMo Project, other than the patented lode mining claims located in
Section 13, Township 8 North, Range 5 East, Boise Meridian, Boise County, Idaho, as depicted on Mineral Survey 1706: (i) Blackbird; (ii)
Red Flag; (iii) Enterprise; (iv) Enterprise Fraction; (v) Commonwealth; and (vi) Baby Mine. In connection with this security interest,
ICUMO and Computershare Trust Company of Canada, as Mortgagee, signed a Real Property Mortgage under which the Mortgagee has the right
upon default by the mortgagor to choose to sell the real property constituting the unpatented claims set out above.
 
Table
2
 
The
following table lists the patented mining claims currently a part of the CuMo Project:
 

 
On
October 31, 2014, as subsequently amended March 26, 2015, and January 29, 2016, ICUMO entered into a Loan Agreement with La Familia II,
LLC, evidenced by a secured promissory note, in the amount of $500,000. The promissory note accrues annual interest at 8.5%, has a maturity
date of December 31, 2025, and is secured by a first priority deed of trust over the patented mining claims listed above.
 
Location,
Access, Climate, Infrastructure and Topography
 
The
CuMo Project is situated in the mountains of south-central Idaho, in the Boise National Forest, in Boise County, Idaho, approximately
15 miles northeast of the town of Idaho City, near the unincorporated community of Centerville, roughly 37 miles on a straight line,
and 60 miles by road, from the city of Boise. Good all-weather highways, and USFS logging roads provide access to the project from Idaho
City and Centerville. The trip from Boise takes approximately 1.5 hours. Access is limited during some winter months when significant
snow cover can impede passage via the Forest Service roads.
 

11
 

 

 
The
property is accessed by road from Boise by taking US State Highway 55 northerly for approximately 40 miles (65 km) to the town of Banks,
Idaho, and then east on the Banks Lowman Road towards the town of Garden Valley for approximately 10 miles (16 km). One mile east of
Garden Valley is a secondary road heading south across the Payette River. Following this secondary road, the westernmost edge of the
CuMo claim block is approximately 10 miles (16 km) from Garden Valley. Alternatively, access can be gained by traveling northeast from
Boise along Highway 21 past the towns of Idaho City and Centerville, along Grimes Creek, and then over the Grimes Pass.
 
The
elevation of the CuMo project ranges between 5,100 feet and 7,200 feet. The project site features a mountain top which contains the bulk
of the mineral deposit, deep ravines adjacent, and is largely forested, except for sections that have been cleared by several fires which
occurred in 2014 and 2016.
 
The
climate is defined by summer temperatures to a maximum of 100° F (38°C) and cold, windy winters with lows to -10° F (-23°C).
Precipitation is moderately light with an average rainfall of 30 inches (<1 meter) and an average snowfall of approximately 140 inches
(3.6 m). Vegetation in the project area consists of cedar, lodgepole pine, mountain mahogany, and juniper.
 
The
area is serviced by the Idaho Power Company which supplies electricity to residents of Garden Valley, Lowman and Pioneerville. The nearest
rail line is the Idaho Northern & Pacific line formerly operated by Union Pacific that runs through the town of Banks, approximately
20 road miles (32 km) to the west of the property. Equipment, supplies, and services for exploration and mining development projects
are available at Boise. There is also a trained mining-industrial workforce available in Boise.
 
Exploration
and mining activities at the property can be conducted year-round, due to the established road system and its proximity to other infrastructure.
The property is large enough to accommodate exploration within the current CuMo deposit property footprint.

 
Item
3. LEGAL PROCEEDINGS.
 
We
have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary,
involved as a plaintiff or defendant in any material proceeding or pending litigation.

 
Item
4. MINE SAFETY DISCLOSURES.
 
Not applicable.
 

12
 

 
PART
II
 
Item
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Market
Information
 
The
Common Stock is currently quoted on the OTC Pink marketplace of OTC Markets Group, Inc., under the
symbol “COPR.” There is currently a limited trading market for the Common Stock and there is no assurance that
a regular trading market will ever develop.
 
Holders
 
As
of May 15, 2024, there were 480 holders of record of Common Stock, based on information provided by the Company’s transfer agent.
The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.
Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no
redemption or sinking fund provisions applicable to the Common Stock.
 
Dividends
 
In
January 2022, the Company distributed a special dividend to its minority shareholders in connection with the Merger Agreement. Other
than the special distribution in January 2022, the Company does not pay dividends on shares of Common Stock and does not anticipate paying
such dividends in the foreseeable future. The declaration of any future cash dividends is at the discretion of the Board and depends
upon earnings, if any, capital requirements and financial position, the Company’s general economic conditions, and other pertinent
conditions.



 
Recent Sales of Unregistered
Securities
 
On January 12, 2024, we entered into
Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for an aggregate of 23
(“Units”) at a price of $12,000 per Unit. Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value
per share (the “Series A Preferred Stock”), and (ii) 62,500 common stock purchase warrants (the “Warrants”).
The rights and preferences of the Series A Preferred Stock, include without limitation, the right of each holder thereof to convert
each share of Series A Preferred Stock into 50,000 shares of the Company’s common stock, par value $0.001 par value per share
(“Common Stock”), as set forth in the Certificate of Designation of Series A Convertible Non-Voting Preferred Stock (the
“Certificate of Designation”). The Warrant holders have the right to exercise the Warrants for three (3) years at an
exercise price of $0.24 per share of Common Stock. The Units were offered and sold in reliance upon exemptions from the registration
requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated
thereunder. The Company has agreed to file a registration statement to cover the re-sale of the shares of Common Stock issuable upon
the conversion of the Series A Preferred Stock, and upon the exercise of the Warrants. The Company intends to utilize the net
proceeds from the sale of the Units in the Offering for working capital and general corporate purposes.

 
Penny
Stock Regulations
 
Our
shares of common stock are subject to the “penny stock” rules of the Securities Exchange Act of 1934 and various rules under
this Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share,
subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered
and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and
excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or
revenues. In the last case, the issuer must meet one of the following requirements: (i) net tangible assets must exceed $3,000,000 if
the issuer has been in continuous operation for at least three years; or (ii) net tangible assets must exceed $5,000,000 if the issuer
has been in operation for less than three years; or (iii) the issuer’s average revenues for each of the past three years must exceed
$6,000,000.
 
Trading
in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other
than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000
or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered
by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received
the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock,
the rules require the delivery, prior to the first transaction of a risk disclosure document relating to the penny stock. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the
security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict
the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the
ability of shareholders to sell their shares.
 
Item
6. [RESERVED].
 

13
 

 
Item
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
 
The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the notes to those financial statements appearing elsewhere in this Annual Report.


 
This discussion and analysis below include
forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section
that could cause actual results could differ materially from those anticipated in these forward- looking statements as a result of various
factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the
future. We caution you to read the “Forward Looking Statements” section of our Annual Report.
 
Nature
of Operations
 
The
Company is in the process of exploring its mineral right interests in the United States and at the date of these consolidated
financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves.
Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily
reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves
and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental,
regulatory, or other constraints. Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral
right interests. The ability of the Company to realize its investment in resource properties is contingent upon the maintenance and integrity
of the Company’s title to such properties.
 
Mining
Operations
 
To
determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and
qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that,
as of the date of the filing of this Report, its sole material mining operation is the CuMo Project. The Company will update its assessment
of individual material mines on an annual basis.
 
The
information relating to such sole material mining operation is contained in the technical report summary (“TRS”) relating
to the CuMo Project prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Reference should be made to the
full text of the TRS, a copy of which was filed as Exhibit 96.1 to the Current Report on Form 8-K, dated January 27, 2023.
 
Pursuant
to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes,
M. Sc. (Eng), P.Geo of Geologic Systems, Ltd. Mr. Dykes is also serving as a technical advisor to the registrant. Mr. Dykes meets the
qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K.
 
The
CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining
claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated
in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.
 
No
assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.
 

14
 

 
Independent
Valuation
 
On
March 3, 2023, an independent valuation firm issued a valuation of the assets, specifically the CuMo project in Boise County, Idaho,
acquired by the Company in the ICUMO transaction. The CuMo project is a molybdenum-copper deposit that will be developed as an open pit
mining operation. The estimate fair value of the assets was $23,919,754.

 
Exchange Transaction
 
As a result of the Exchange, which was consummated
January 23, 2023, we are no longer a shell company. However, for the fiscal year ended as of December 31, 2022, we were a shell company
and did not generate any revenues.
 
The Report of our independent registered public accountants on our financial
statements for the year ended January 31, 2024 states that these conditions, among others, raise substantial doubt about our ability to
continue as a going concern.

 
Results
of Operations
 
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended January 31, 2024, and 2023, and related management discussion
herein.
 
Our
consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with US GAAP.
 
For
the Year Ended January 31, 2024 Compared to the Year Ended January 31, 2023
 
Revenue
 
The Company did not have revenues for the year ended January 31, 2024 or
January 31, 2023.
 
Operating
expenses
 
The
Company had operating expenses of $3,004,684 for the year ended January 31, 2024, compared to $4,152,885 for the year ended January
31, 2023, comprised of the following categories:
 


  
2024  
2023  
$
    Change  
%
    Change 

Professional fees 
$524,931  
$240,324  
 284,607  
 118%

Payroll and related expenses 
 318,561  
 963,055  
 (644,494) 
 -67%

Rent expense 
 42,000  
 42,000  
 -  
 0%

Stock-based stock compensation 
 2,043,909  
 2,769,292  
 (725,383) 
 -26%

Other general and administrative
    expenses 
 75,283  
 138,214  
 (62,931) 
 -46%

  
$3,004,684  
$4,152,885  
    
   

 
Professional fees increased due to increases in costs associated with being
a fully reporting public company. Payroll and related expenses decreased due to cash salary reductions associated with our officers during
as compared to the prior period. Stock-based compensation decreased due to a reduction in equity-based compensation as management continues
to work to reduce dilution of existing shareholders. Additionally, the prior year amount included $1.7 million of expense related to costs
associated with the issuance of warrants associated with the extinguishment of ICUMO debt which was replaced by debt and warrants of the
Company. General and administrative costs increased due to increased in the Company’s activity generally as it continues to seek
the development of its existing mining claims.
 
Loss
from operations
 
The
Company had a loss from operations of $3,004,684 for the year ended January 31, 2024, compared to $4,152,885 for the year ended January
31, 2023.
 
Other
Income / Expenses
 
The
Company had $707,363 in other expenses for the year ended January 31, 2024, compared to net expenses of $146,585 for the year ended
January 31, 2023.
 
Net
loss
 
The
Company had a net loss of $3,712,047 for the year ended January 31, 2024, compared to $4,299,470 for the year ended January 31, 2023.
 
Liquidity
and Capital Resources
 
As
of January 31, 2024, we had current assets of $51,770 and liabilities of $6,212,379, and our working capital deficit was
$1,868,607. We do not have sufficient resources to effectuate our business. We expect to incur expenses without revenues during the
next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including
overhead, legal and accounting fees. To maintain our plan of growth, we need to raise a minimum of an additional $750,000. These
factors raise substantial doubt about the Company’s ability to continue as a going concern.
 

15
 

 
We
will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into
a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have
no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we
have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact
on our ability to remain a viable company.
 
We
currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that
will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
 
Cash
Flows
 
Operating
Activities
 
For
the year ended January 31, 2024, net cash used in operating activities was $868,427 compared to $147,574 for the year ended January 31,
2023.
 
Investing
Activities
 
For
the years ended January 31, 2024, and 2023, we reported no cash provided by our investing activities.
 
Financing
Activities
 
For
the year ended January 31, 2024, we had cash provided by financing activities of $467,200, related to proceeds from convertible notes
payable and the sale of preferred stock. For the year ended January 31, 2023, we had cash provided by financing activities of $361,000,
related to proceeds from notes payable.
 
Critical
Accounting Policies
 
Our
financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles
(“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
 
We
regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these
policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience,
on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by management.
 
The
financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. The Company
has no revenue and has incurred losses to date of $31,600,305. In addition, the Company’s current liabilities
exceed its current assets by $1,868,607. The Company intends on financing its future development activities and its working capital needs
largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term
notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial
doubt about the Company’s ability to continue operating as a going concern. The Company’s ability to continue our operations
as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent
upon our ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generate profitable operations.
 
Contractual
Obligations
 
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.
 
Off
Balance Sheet Items
 
Under
SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement, or
contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:
 


 
●
any
    obligation under certain guarantee contracts,

 
 
 

 
●
any
    retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity
    or market risk support to that entity for such assets,

 
 
 

 
●
any
    obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and
    classified in shareholder equity in our statement of financial position, and

 

16
 

 


 
●
any
    obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity,
    market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

 
We
do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course
of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are
recognized in our financial statements in accordance with generally accepted accounting principles in the United States.
 
Going
Concern
 
We
incurred net losses of $3,712,047 for the year ended January 31, 2024. We had an accumulated deficit of $31,600,305 and working capital
deficit of $1,868,607 as of January 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern.
 
The
continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from
its stockholders or external financing. There can be no assurances to that effect, nor assurance that we will be successful in securing
sufficient funds to sustain the operations.
 
These
financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. We believe that the
actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company
to continue as a going concern.

 
Use
of Estimates
 
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from those estimates.
 
Exploration
Stage Company
 
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting
and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced
or if its operations have commenced, there has been no significant revenues there from.
 
Property
and Equipment
 
Property
and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and
repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time
of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and
any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.
 
The
processing plant and other machinery are depreciated over an estimated useful life of ten years; vehicles are depreciated over an estimated
life of five years; and computer and other office equipment over an estimated useful life of five years.
 
Mineral
Properties
 
Costs
of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs,
including licenses and lease payments, are capitalized. Although we have taken steps to verify title to mineral properties in which it
has an interest, these procedures do not guarantee our rights. Such properties may be subject to prior agreements or transfers and title
may be affected by undetected defects.
 
Impairment
losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets’ carrying amount. As of January 31, 2024, we did not recognize
any impairment losses related to mineral properties held.

 

17
 


 
Impairment
of Intangible Assets with Indefinite Useful Lives
 
We
account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill
and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized, but instead
be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, we review our intangible
assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events
or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is
determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible
asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment,
if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value.
 
Application
of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible
asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions,
overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments
applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making
other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for
each indefinite-lived intangible asset.
 
Impairment
of Long-Lived Assets
 
For
long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes
in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances
are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered
through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets,
we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of
are reported at the lower of the carrying amount or the fair value less costs to sell.
 
Recently Adopted Accounting Policies
 
In
August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and
Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and
Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with
characteristics of liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for
convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity so that
fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants with require
liability treatment. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning
after December 15, 2023. The Company is still considering the effect of this.
 
Management
does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material impact on
the Company’s present or future financial statements.

 

18
 


 
Item
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not
applicable.
 
Item
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
The
audited financial statements of Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) as of January 31, 2024,
and 2023 are appended to this Annual Report beginning on page F-1.
 
Item
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
The
Company dismissed HHC as its independent registered public accounting firm, effective as of March 14, 2023. The change in independent
registered public accounting firm was not the result of any disagreement with HHC.
 
The
Company engaged Turner, Stone & Company, LLP as its independent registered public accounting firm for the new fiscal year end of
January 31, 2023.
 
The
Company dismissed Turner, Stone & Company, LLP as its independent registered public accounting firm, effective as of January 23,
2024. The change in independent registered public accounting firm was not the result of any disagreement with Turner, Stone & Company,
LLP.
 
On
January 25, 2024, the Company engaged GreenGrowth CPAs, Inc. as our independent registered public accounting firm for the year ended
January 31, 2024.
 
Item
9A. CONTROLS AND PROCEDURES.
 
Disclosure
Controls and Procedures
 
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that
are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information
is accumulated and communicated to our senior management, consisting of Steven Rudofsky, President and Chief Executive Officer (Principal
Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer), as appropriate to allow timely decisions regarding
required disclosure.
 
We
carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Steven Rudofsky,
President and Chief Executive Officer (Principal Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer),
of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2024. Based on the evaluation
of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting,
primarily due to the lack of separation of duties due to a small staff, our senior management concluded that our disclosure controls
and procedures were not effective.
 

19
 

 
Management’s
Report on Internal Control Over Financial Reporting
 
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and
procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
effect on the financial statements.
 
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.
 
As
of January 31, 2024, management consisted of Steven Rudofsky, President and Chief Executive Officer (Principal Executive Officer)
and Robert Scannell, Chief Financial Officer (Principal Financial and Accounting Officer). Current management assessed the
effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial
reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on that evaluation, we
believe that, during the period covered by this report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered
to be material weaknesses.
 
The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our
Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by Steven Rudofsky, President and Chief Executive Officer (Principal
Executive Officer) and Robert Scannell (Principal Financial and Accounting Officer) in connection with the review of our financial statements
as of January 31, 2024.
 
Management
believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the lack of independent directors on our Board results in ineffective
oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement
in our financial statements in future periods.
 
Management’s
Remediation Initiatives
 
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:
 
Assuming
we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.
 
We
also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning
audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such
as reviewing and approving estimates and assumptions made by management.
 
Management
believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will
remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board.
 

20
 

 
Changes
in Internal Control over Financial Reporting
 
There
were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the year ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
 
Item
9B. OTHER INFORMATION.
 
None.
 
Item
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
 
Not
applicable.
 
PART
III
 
Item
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
Our
Board of Directors
 
The following table sets forth certain information as of the date of this
Annual Report concerning our directors and executive officers:
 


NAME
    AND ADDRESS
 
AGE
 
POSITION(S)
 
DATE
    OF APPOINTMENT

Steven
    Rudofsky
 
61
 
Chief
    Executive Officer and President
 
January
    23, 2023

Robert
    Scannell
 
65
 
Director,
    Chief Financial Officer, and Treasurer
 
January
    23, 2023

Andrew
    Brodkey
 
67
 
Director,
    Chief Operating Officer, and Secretary
 
January
    23, 2023

John
    Moeller (1)
 
77
 
Former
    Director
 
January
    23, 2023


 


 
(1)
Mr. Moeller resigned in April 2024.


 
Directors
are elected to serve until the earlier of the election and qualification of their successors, their removal for cause by the shareholders,
or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until
the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
 
A
majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must
be present at the meeting to constitute a quorum. Any action required or permitted to be taken by the Board may be taken without a meeting
if all members of the Board individually or collectively consent in writing to the action.
 
Executive
officers are appointed by the Board and serve at its pleasure.
 
The
principal occupation and business experience during the past five years for the Company’s executive officers and directors is as
follows:
 
The
biographies of the individuals appointed as directors and officers as discussed above follow:
 
Steven
Rudofsky
 
Mr.
Rudofsky, age 61, has been our CEO since January 2022. He has been working in upstream and midstream natural resources for over 30
years. After beginning his career at Glencore (then Marc Rich and Co), he held senior and CEO positions at TransCanada Pipeline Ltd,
Credit Agricole Investment Bank and Alfa Group of Russia. Since January 2012, Mr. Rudofsky has been a managing principal of Talex
Commodities Capital, Ltd., which works with private equity and debt providers, including family offices, to implement innovative
financing for the junior mining and oil & gas sectors, including streaming, convertible debt, and royalties. He holds a Bachelor
of Arts degree from Clark University and a Juris Doctor degree from Emory University School of Law.
 
Andrew
Brodkey
 
Mr. Brodkey, age 67, has been our COO since January 2022. Prior to that,
from January, 2018 to December, 2021, he was the principal of Brodkey Executive Management Consulting, which was focused on the mining
sector. He has more than 30 years of experience working with public companies in the mining and metals sector, including roles as VP,
General Counsel at Magma Copper; VP of Business Development at BHP Copper; CEO of Pan American Lithium/First Potash Corp; CEO of Zoro
Mining Corp; and CEO of Pacific Copper Corp. He was also the Managing Director of the International Mining Group at CB Richard Ellis,
where he represented a number of major mining companies in the valuation, marketing and sales of mining projects. He received a Bachelor
of Science degree (with distinction) in Mining Engineering from the University of Arizona, and a Juris Doctor degree (cum laude) from
Creighton University.
 

21
 

 
Robert
Scannell
 
Mr. Scannell, age 65, has been our Chief Financial Officer since January
2022. Since March, 2015 he has been the Managing Partner of Feehan Partners, LP, a private family office. Previously, from May 1986 to
March 1994, he served as a Vice President of Institutional Fixed-Income Sales at Merrill Lynch & Co. Mr. Scannell founded Tradewinds
Investment Management, LP, which from 1994 to 2015 managed numerous funds investing in emerging markets, natural resources, and distressed
assets. Mr. Scannell holds a Bachelor of Arts degree and Master of Business Administration degree from Penn State University, a Master
of Science degree from the University of Washington, a Juris Doctor degree from Purdue University, and has been a Chartered Financial
Analyst since 1993.


 
Involvement
in Certain Legal Proceedings
 
To
our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:
 


 
●
Had
    a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
    the time of the bankruptcy or within two years prior to that time.

 
 
 

 
●
Been
    convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor
    offenses.

 
 
 

 
●
Been
    subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
    or banking activities.

 
 
 

 
●
Been
    found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated
    a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 
 
 

 
●
Been
    the subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization,
    any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
    or persons associated with a member.

 
Audit
Committee
 
We
do not presently have an audit committee. Our Board of Directors currently acts as our audit committee.
 
Compensation
Committee
 
We
do not presently have a compensation committee. Our Board of Directors currently acts as our compensation committee.
 

Nominating
Committee
 
We
do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee.

 
Director Independence
 
We do not currently have any independent directors. We evaluate independence
by the standards for director independence established by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.
 
Code
of Ethics
 
On
May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which
include our Chief Financial Officer, Treasurer and Chief Accounting Officer. On January 23, 2023, in connection with the Exchange, the
Board adopted a revised and restated Code of Ethics, applicable to all officers and directors. This Code of Ethics embodies the Company’s
commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules, and regulations.
 
The
Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. It promotes
full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC
and other public communications made by the Company. The Code of Ethics addresses the following areas:
 


 
●
Honest
    and Ethical Conduct

 

22
 

 


 
●
Conflicts
    of Interest

 
 
 

 
●
Compliance

 
 
 

 
●
Disclosure

 
 
 

 
●
Protection
    and Proper Use of Company Assets

 
 
 

 
●
Corporate
    Opportunities

 
 
 

 
●
Confidentiality

 
 
 

 
●
Fair
    Dealing

 
 
 

 
●
Reporting
    and Enforcement

 
This
Code embodies our commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules and regulations.
We will provide any person a copy of our Code of Ethics, without charge, upon written request to the Company’s Secretary. Requests
should be addressed in writing to Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), 800 W. Main St., Ste
1460, Boise, Idaho 83702.

 
Delinquent Section 16(a)
Reports
 
Section 16(a) of the Exchange
Act requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or more of our Common Stock, to
file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock. Anyone required
to file such reports also need to provide us with copies of all Section 16(a) forms they file.
 
Based solely upon a review of (i) copies of the Section 16(a) filings received
during or with respect our fiscal year and (ii) certain written representations of our officers and directors, we believe that all filings
required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to our fiscal year were filed in a timely manner.
 
Item
11. EXECUTIVE COMPENSATION.
 
Executive
Officer Compensation
 
The
following is a summary of all compensation paid to the Company’s executive officers for the last two completed fiscal years.
 
Information
in the table pertains to Jinghe Zhang who was the principal executive officer of the Company until his resignation on February 3, 2022,
when Crystal Globe Limited sold 83% of the issued and outstanding shares to JHP. Subsequently, Ramon Lata became the Company’s
principal executive officer and principal financial and accounting officer, serving in such capacity without compensation until the Closing.
Simultaneous with the Closing, Messrs. Rudofsky, Scannell, Brodkey, and Dykes were appointed as officers of the Company.
 

23
 

 


  
   
   
   
   
   
Non-equity  
Nonqualified  
   
  

  
   
   
   
   
   
incentive  
deferred  
   
  

Name and 
   
   
   
Stock  
Option  
plan  
compensation  
All other  
  

Principal 
   
Salary  
Bonus  
awards  
awards  
compensation  
earnings  
compensation  
Total 

Position 
Year  
($)  
($)  
($)  
($)  
($)  
($)  
($)  
($) 

Steven Rudofsky (1) 
    
    
    
    
    
    
    
    
   

President, Chief 
 2024  
$250,000  
$-  
$-  
$-  
$-  
$-  
$-  
$250,000 

Executive Officer 
 2023  
$125,000  
$-  
$-  
$-  
$-  
$-  
$-  
$125,000 

  
    
    
    
    
    
    
    
    
   

Robert Scannell (1) 
    
    
    
    
    
    
    
    
   

Treasurer, Chief 
 2024  
$250,000  
$-  
$-  
$-  
$-  
$-  
$-  
$250,000 

Financial Officer 
 2023  
$200,000  
$-  
$-  
$-  
$-  
$-  
$-  
$200,000 

  
    
    
    
    
    
    
    
    
   

Andrew Brodkey (1) 
    
    
    
    
    
    
    
    
   

Secretary, Chief 
 2024  
$265,000  
$-  
$-  
$-  
$-  
$-  
$-  
$265,000 

Operating Officer 
 2023  
$98,000  
$-  
$-  
$-  
$-  
$-  
$-  
$98,000 

  
    
    
    
    
    
    
    
    
   

Shaun Dykes (2) 
    
    
    
    
    
    
    
    
   

Former Vice President 
 2024  
$41,667  
$-  
$-  
$-  
$-  
$-  
$-  
$41,667 

  
 2023  
$150,000  
$-  
$-  
$-  
$-  
$-  
$-  
$150,000 

  
    
    
    
    
    
    
    
    
   

Jinghe Zhang (3) 
    
    
    
    
    
    
    
    
   

Former President, Chief 
 2024  
$-  
$-  
$-  
$-  
$-  
$-  
$-  
$- 

Executive Officer 
 2023  
$-  
$-  
$-  
$-  
$-  
$-  
$-  
$- 

  
    
    
    
    
    
    
    
    
   

Ramon Lata (4) 
    
    
    
    
    
    
    
    
   

FormerPresident, Chief 
 2024  
$-  
$-  
$-  
$-  
$-  
$-  
$-  
$- 

Executive Officer 
 2023  
$-  
$-  
$-  
$-  
$-  
$-  
$-  
$- 

 
(1)
Appointed on January 23, 2023.
(2)
Appointed on January 23, 2023. Resigned on March 27, 2023.
(3)
On February 3, 2022, Mr. Zhang resigned all positions.
(4)
On February 3, 2022, Mr. Lata was appointed. On January 23, 2023, he resigned all positions.

 
Employment
Contracts, Termination of Employment, Change-in-Control Arrangements
 
During
the year ended January 31, 2024, the Company did not have any employment agreements with its officers and directors.
 
Equity
Incentive Plan
 
The
Company currently has no compensation plans or arrangements and there were no awards granted for the year ended January 31, 2024.
 
Director
Compensation
 
The
following is a summary of the compensation paid to directors for the Company’s for the year ended January 31, 2024.


 


  
Fees 
    
    
 Non-equity  
 Nonqualified  
    
   

  
earned 
    
    
 incentive  
 deferred  
    
   

  
or paid 
 Stock  
 Option  
 plan  
 compensation  
 All other  
   

  
in cash 
 awards  
 awards  
 compensation  
 earnings  
 compensation  
 Total 

  
($) 
 ($)  
 ($)  
 ($)  
 ($)  
 ($)  
 ($) 

  
  
    
    
    
    
    
   

John Moeller (1)$
- 
$-  
$-  
$-  
$-  
$-  
$- 

 
(1) Mr. Moeller resigned in April 2024.


 

24
 



 
The Company does not currently have employment agreements
with any of its executive officers but expects to enter into employment agreements with certain of them in the future. ICUMO currently
has Management Agreements with Steven Rudofsky, Robert Scannell, and Andrew Brodkey.
 
Mr. Rudofsky and ICUMO entered into a Management Agreement
dated January 1, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation
within 60 days of the end of any one year period unless earlier terminated, with or without cause, upon notice. Unless terminated for
cause or other defined reasons, Mr. Rudofsky is entitled to severance of one (1) month compensation for each two (2) months of service
at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Rudofsky’s annual base compensation
is $250,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.
 
Mr. Scannell and ICUMO entered into a Management Agreement
dated December 15, 2022, for a term of one year with automatic renewals for one-year periods at December 31 of each year, subject to renegotiation
within 60 days of the end of any one year period unless earlier terminated, with or without cause, upon notice. Unless terminated for
cause or other defined reasons, Mr. Scannell is entitled to severance of one (1) month compensation for each two (2) months of service
at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Scannell’s annual base compensation
is $250,000, reviewable at least annually, and he may participate in any Company economic benefit plans that exist or may be implemented.
 
Mr. Brodkey and ICUMO entered into a Management Agreement
dated December 15, 2021, for a term of one year with automatic renewals for one-year periods on December 31 of each year, subject to renegotiation
within 60 days of the end of any one-year period unless earlier terminated, with or without cause, upon notice. Unless terminated for
cause or other defined reasons, Mr. Brodkey is entitled to severance of one (1) month compensation for each two (2) months of service
at the end of the third (3) month of service up to a maximum of two (2) years’ wages. Mr. Brodkey’s annual base compensation
is $250,000, payable in a combination of cash, common stock (valued at $0.15 per share) and 5-year warrants (exercisable at $0.15 per
share), with payments to be made upon the Company’s raising of certain funding amounts, or “Trigger Amounts,” as stated
in Mr. Brodkey’s agreement.
 
Compensation Committee
 
We do not currently have a compensation committee
of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration
of executive officer and director compensation.
 
Indebtedness of Directors, Senior Officers, Executive Officers and Other
Management
 
None of our directors or executive officers or any associate or affiliate
of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter
of credit or other similar agreement or understanding currently outstanding.


 
Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


 
Security
Beneficial Ownership Table
 
The
following table lists, as of May 15, 2024, the number of shares of common stock of our Company that are beneficially owned by (i) each
person or entity known to our Company to be the beneficial owner of more than 10% of the outstanding common stock; (ii) each officer
and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common
stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’
concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of
a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment
power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any
security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission
rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
 
The
percentages below are calculated based on 243,450,644 shares of our common stock issued and outstanding
as of April 22, 2024. Except as disclosed herein, we do not have any outstanding options, or other securities exercisable for or convertible
into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Idaho Copper Corporation, 800 W.
Main Street, Suite 1460, Boise, Idaho 83702.
 

25
 


 
To
the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power
with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with
a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement. To our knowledge, there
is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result
in a change in control of the Company.

 


  
  
Amount and  
  

  
  
Nature of  
  

  
Title of 
Beneficial  
Percent of 

Name and Address of Beneficial Owner 
Class 
Ownership (1)  
Class (2) 

Steven Rudofsky - Chief Executive Officer and President (3) 
Common Stock 
 18,813,626  
 7.73%

Robert Scannell - Chief Financial Officer, Treasurer and Director (4) 
Common Stock 
 20,416,251  
 8.39%

Andrew Brodkey - Chief Operating Officer, Secretary and Director (5) 
Common Stock 
 8,555,471  
 4.13%

John Moeller – Former Director 
Common Stock 
 1,364,002  
 0.53%

Directors and Officers as a Group (4 persons) 
  
 49,149,350  
 20.18%

  
  
    
   

5% Stockholders of a Class of Voting Stock 
  
    
   

Multi-Metal Development Limited (6) 
Common Stock 
 128,912,400  
 52.95%

JHP Holdings Inc. (7) 
Common Stock 
 16,644,820  
 6.83%

Elatam Family Trust (8) 
Common Stock 
 35,443,000  
 14.56%


 

(1) The number and percentage of shares beneficially
owned is determined under the rules of the SEC and the ownership includes any shares as to which the individual has sole or shared voting
power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of stock
option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes
to this table.
 
(2) SEC Rule 13d-3 generally provides that beneficial
owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to
such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not
outstanding which are subject to such options, warrants or conversion privilege exercisable within 60 days are treated as outstanding
for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding
for the purpose of computing the percentage of the class owned by any other person. At the present time, there are no outstanding options
or warrants.
 
(3) Consists of: (1) 18,813,626 shares of common stock
owned by Mr. Rudofsky; (2) 1,675,000 shares of common stock underlying the 2021 warrants held by Mr. Rudofsky; and (3) 1,666,667 shares
of common stock underlying the 2022 warrants held by Mr. Rudofsky.
 
(4) Consists of: (1) 8,588,918 shares of common stock
owned by Mr. Scannell and 5,073,666 shares of common stock of Feehan Partners LLP (“Feehan”) that Mr. Scannell, as General
Partner of Feehan, has discretionary authority to vote and dispose of the shares held by Feehan and may be deemed to be the beneficial
owner of these shares; (2) 2,680,000 shares of common stock underlying the 2021 warrants held by Mr. Scannell and 1,407,000 shares of
common stock underlying the 2021 warrants held by Feehan that Mr. Scannell could be deemed to beneficially own; and (3) 2,666,667 shares
of common stock underlying the 2023 replacement warrants held by Mr. Scannell.

 

26
 


 

(5) Consists of: (1) 7,457,471 shares of common stock
owned by Mr. Brodkey; (2) 1,098,800 shares of common stock underlying the 2021 warrants held by Mr. Brodkey.
 
(6) Consists of 292,002 shares of common stock owned
by Dr. Moeller, and 1,072,000 vested options that Dr. Moeller holds pursuant to the 2022 Stock Incentive Options.
 
(7) Consists of: (1) 121,468,700 shares of common
stock owned by Multi-Metal Development Limited (“MMD”); and (2) 7,443,700 shares of common stock underlying the 2021 warrants
held by MMD. MMD is a public company traded on the Toronto Stock Exchange (TSXV: MLY) and the Board of Directors of MMD share voting and
dispositive power over the shares of the Company. The address for MMD is 638 Millbank Road, Vancouver, BC V5Z 4B7 Canada.
 
(8) JHP Holdings, Inc. (“JHP”) holds a
total of 16,644,820 shares of the Company’s common stock. As the shareholder and executive director of JHP, Mr. Lata is the beneficial
owner of the shares of the Company held by JHP. The address for JHP is 701 S. Carson Street, Suite 200, Carson City, NV 89701.
 
(9) Consists of: (1) 17,721,500 shares of common stock owned by the Elatam
Family Trust (“EFT”); and (2) 17,721,500 shares of common stock underlying the 2021 warrants held by the EFT. As a director
of the EFT, Mr. Mohammad Elatam had voting and dispositive power over these shares and may be deemed to be the beneficial owner of such
shares. The address for EFT is 344 Dalton Road, Lalor Victoria 3075, Australia.

 
Item
13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
The
following are transactions for the last two completed fiscal years and any currently proposed transaction, in which the registrant was
or is to be a participant and the amount involved exceeds the less of $120,000 or one percent of the average of the registrant’s
total assets at January 31, 2024 and 2023, and in which any of the following persons had or will have a direct or indirect material interest.
 


 
●
Any
    director or executive officer;

 
 
 

 
●
Any
    immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling,
    mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and
    any person (other than a tenant or employee) sharing the household of such director or executive officer; and

 
 
 

 
●
any
    person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest
    occurred or existed:

 
 
 

 
●
any
    person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s
    voting securities; or

 
 
 

 
●
Any
    immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
    father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than
    a tenant or employee) sharing the household of such security holder.




 

27
 




 
Other
Related Party Transactions
 
Except
as disclosed above, no executive officer, director or any member of these individuals’ immediate families, any corporation or organization
with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in
a similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time since the beginning of our last
fiscal year.
 
Procedures
for Approval of Related Party Transactions
 
Our
Board is charged with reviewing and approving all potential related party transactions. All such related party transactions must then
be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions,
but instead review them on a case-by-case basis.
 
Item
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
Audit
Fees
 



Audit
    fees 
$30,500  
$50,700 

Audit-related
    fees 
 -  
 - 

Tax
    fees 
 -  
 - 

All
    other fees 
 -  
 - 

Total
    fees 
$30,500  
$50,700 

 

28
 

 
PART
IV
 
Item
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 


(a)
Documents
    filed as part of this report.

 
 
 

 
(i)
Financial
    Statements - see Item 8. Financial Statements and Supplementary Data

 
 
 

 
(ii)
Financial
    Statement Schedules – None

 
 
 

 
 
(Financial
                                                         statement schedules have been omitted either because they are not applicable, not required, or the information required to be
                                                         set forth therein is included in the financial statements or notes thereto.)

 
 

 
(iii)
Report
    of Independent Registered Public Accounting Firm.

 
 

 
(iv)
Notes
    to Financial Statements.

 
 

(b)
Exhibits

 
 

 
The
    exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report.


 


Exhibit
    Number
 
Description

2.1
 
Share
    Exchange Agreement, by and between Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), International
    CuMo Mining Corporation, and the shareholders of International CuMo Mining Corporation, dated January 23, 2023 (Incorporated by reference
    to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

3.1
 
Amended and Restated Articles of Incorporation (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)

3.2
 
Amended and Restated Bylaws (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on October 14, 2022)

3.3
 
Certificate of Amendment to Articles of Incorporation, filed March 9, 2023 (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on March 10, 2023)

3.4
 
Certificate of Designation of the Series A Convertible Non-Voting Preferred Stock (Incorporated by reference to the exhibits to our Form 8-K filed with the SEC on January 17, 2024)

4.1
 
Description
    of Capital Stock*

4.2
 
Form 2021 Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

4.3
 
Corrected Form of Replacement Warrant (Incorporated by reference to the exhibits to our Current Report on Form 8-K/A filed with the SEC on February 14, 2023).


4.4
 
Form Lock-Up Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

4.5
 
Form of 8.5% Secured Non-Convertible Note (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

4.6
 
7.5% Secured Note Indenture, dated August 24, 2021, by and between International CuMo Mining Corporation and Computershare Trust Company of Canada (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.1
 
Form Incentive Stock Option Agreement (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.2
 
Merger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.), Dynamic Elite International Limited and Joway Merger Subsidiary Limited, (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020)

10.3
 
Stock Purchase Agreement, dated as of January 31, 2022, by and among Crystal Globe Limited, Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Iancorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022)

10.4
 
Debt Assignment and Release Agreement, dated January 23, 2023, by and among Idaho Copper Corporation (formerly known as Joway Health Industries Group Inc.) and JHP Holdings, Inc. (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.5
 
Option Agreement, dated October 13, 2004, by and between Cumo Molybdenum Mining Inc. and Mosquito Consolidated Gold Mines Limited, as amended January 14, 2005 (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).


10.6
 
Mining Claims Agreement, dated July 25, 2017, by and among American CuMo Mining Corporation, International CuMo Mining Corporation, CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.7
 
Special Warranty Deed, between American CuMo Mining Corporation and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).

10.8
 
Loan Agreement, dated October 31, 2014, as amended March 26, 2015, and January 29, 2016, by and between International CuMo Mining Corporation and La Familia II LLC (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).


10.9
 
MineSense Amenability Test Proposal, dated August 29, 2022, by and between MineSense Technologies Ltd. and International CuMo Mining Corporation (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).


10.10
 
Management Agreement between International Cumo Mining Corporation and Robert W. Scannell dated December 15, 2022.

10.11
 
Management Agreement between International Cumo Mining Corporation and Steven Rudofsky dated January 1, 2022.

10.12
 
Management Agreement between International Cumo Mining Corporation and Andrew A. Brodkey dated December 15, 2021.

10.13
 
Technical Advisory Agreement between Internation Cumo Mining Corporation and Mult-Metal Development Ltd. dated March 31, 2023.

10.14
 
Form of Unit Subscription Purchase Agreement (Incorporated by reference to the exhibit to our Form 8-K filed with the SEC on January 17, 2024.


21.1
 
List
    of Subsidiaries*

23.1
 
Consent of Geologic Systems Ltd. regarding the CuMo Project (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).


31.1*
 
Certification
    of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2*
 
Certification
    of Principal Accounting and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1*
 
Certification
    of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2*
 
Certification
    of Principal Accounting and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

96.1
 
Technical Report Summary and Resource Estimate, the CuMo Project, Boise National Forest, Boise County, Idaho, United States (Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on January 27, 2023).


101.INS*
 
Inline
    XBRL Instance Document.

101.SCH*
 
Inline
    XBRL Taxonomy Extension Schema Document.

101.CAL*
 
Inline
    XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*
 
Inline
    XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*
 
Inline
    XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*
 
Inline
    XBRL Taxonomy Extension Presentation Linkbase Document.

104*
 
Cover
    Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 


*
Filed
    herewith

 

29
 

 

SIGNATURES
 
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
 
Date:
May 15, 2024
 


 
IDAHO
    COPPER CORPORATION

 
 
 

 
By:
/s/
    Steven Rudofsky

 
 
Steven
    Rudofsky
President
    and Chief Executive Officer
(Principal
    Executive Officer)



 



 
By:
/s/
    Robert Scannell 

 
 
Robert
    Scannell
Treasurer
    and Chief Financial Officer
(Principal
    Accounting and Financial Officer)


 
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 


Name
 
Title
 
Date

 
 
 
 
 

/s/
    Steven Rudofsky
 
Chief
    Executive Officer and President (Principal Executive Officer)
 
May
    15, 2024

Steven
    Rudofsky
 
 
 
 

 
 
 
 
 

/s/
    Robert Scannell
 
Chief
    Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)
 
May
    15, 2024

Robert
    Scannell
 
 
 
 

 
 
 
 
 

/s/
    Andrew Brodkey
 
Chief
    Operating Officer, Secretary and Director
 
May
    15, 2024

Andrew
    Brodkey
 
 
 
 





 
No such annual report, proxy statement, form of proxy or other soliciting
material has been sent to its shareholders. The registrant will not be sending an annual report or proxy material to its shareholders
subsequent to the filing of this form.

 

30
 


 
Idaho Copper Incorporated
 
Table of Contents

 


 
 
Page

 
 
 

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6580)
 
F-2

 
 
 

Report of Independent Registered Public Accounting Firm (PCAOB ID: 76)
 
F-3

 
 
 

Consolidated Balance Sheets as of January 31, 2024, and 2023
 
F-4

 
 
 

Consolidated Statements of Operations for the years ended January 31, 2024, and 2023
 
F-5

 
 
 

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended January 31, 2024, and 2023
 
F-6

 
 
 

Consolidated Statements of Cash Flows for the years ended January 31, 2024, and 2023
 
F-7

 
 
 

Notes to Consolidated Financial Statements
 
F-8


 

F-1
 


 

 




Report
of Independent Registered Public Accounting Firm
 
To
the Board of Directors and
Stockholders of Idaho Copper Corporation
 
Opinion
on the Financial Statements
 
We
have audited the accompanying consolidated balance sheet of Idaho Copper Corporation (the Company) as of January 31, 2024 and the related
consolidated statements of operations, consolidated statements of changes in stockholders’ deficit, and consolidated statements
of cash flows for the period ended January 31, 2024, and the related notes (collectively referred to as the financial statements).
 
In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31,
2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
 
Going
Concern
 
The
accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations and has not yet generated any revenues. This
raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
Basis
for Opinion
 
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
 
Critical
Audit Matters
 
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
 
Stock
Based Compensation
 
Stock-based
compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market
value of the award is measured at the grant date. Corresponding expenses for employee and non-employee services are recognized over the
requisite service period, which is typically the vesting period.
 
We
identified management’s assumptions used in the Black Scholes Model as a critical audit matter. Management made judgments to determine
the inputs used in the model. Specifically, the inputs include Stock Price, Exercise Price, Estimated Term, Volatility, Annual Rate of
Quarterly Dividend and Risk-Free Rate. Auditing the judgments made by management required a high degree of auditor judgment and an increased
extent of audit effort.
 
Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial
statements. These procedures comprised of evaluating the Company’s assumptions used in the Black Scholes Model and reviewing the
calculations.
 


May
15, 2024
 
GreenGrowth CPAs
We
have served as the Company’s auditor since 2024.
Los
Angeles, California
PCAOB
ID Number 6580

 

F-2
 


 
Your
Vision Our Focus
 


 
Report of Independent Registered Public Accounting
Firm
 
Board of Directors and Shareholders
Idaho Copper Corporation
 
Opinion
on the Consolidated Financial Statements

 
We
have audited the accompanying consolidated balance sheet of Idaho Copper Corporation as of January 31, 2023, and the related consolidated
statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January 31, 2023, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of Idaho Copper Corporation as of January 31, 2023, and the results of its operations
and its cash flows for the year ended January 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.
 
Going
Concern
 
The
accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note
2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note
2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis
for Opinion
 
These
financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to Idaho Copper Corporation in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Idaho Copper
Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide
a reasonable basis for our opinion.
 
Critical
Audit Matters
 
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 
/s/
Turner, Stone & Company, L.L.P.
 
We
have served as Idaho Copper Corporation’s auditor since 2023.
 
Dallas,
Texas
June
14, 2023
 

 

F-3
 


 

IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Balance Sheet
January
31,
 


  
2024  
2023 

ASSETS 
    
   

Current assets 
    
   

Cash 
$30,146  
$431,374 

Prepaid expenses 
 21,624  
 - 

Total current assets 
 51,770  
 431,374 

  
    
   

Deposit 
 100,000  
 100,000 

  
    
   

Total assets 
$151,770  
$531,374 

  
    
   

CURRENT LIABILITIES AND STOCKHOLDERS’ DEFICIT 
    
   

Current liabilities 
    
   

Accounts payable and accrued expenses 
$434,519  
$354,763 

Accrued expenses to related parties 
 370,135  
 83,333 

Accrued interest, current portion 
 1,115,723  
 8,817 

Total current liabilities 
 1,920,377  
 446,913 

Non-current liabilities 
    
   

Bond liabilities 
 3,135,000  
 3,135,000 

Convertible notes payable, net of discounts 
 623,999  
 218,429 

Accrued interest, non-current portion 
 533,003  
 1,351,609 

Total non-current liabilities 
 4,292,002  
 4,705,038 

Total liabilities 
 6,212,379  
 5,151,951 

  
    
   

Commitments and contingencies (Note 7) 
 -  
 - 

  
    
   

Stockholders’ deficit 
    
   

Preferred stock, $0.001 par value, 10,000,000 shares authorized, 23 and 0 shares issued and outstanding at January 31, 2024 and 2023, respectively 
 -  
 - 

Common stock, $0.001 par value, 500,000,000 shares authorized, 214,647,732 and 208,457,823 shares issued and outstanding at January 31, 2024 and 2023, respectively 
 214,648  
 208,458 

Additional paid-in capital 
 25,336,048  
 23,059,223 

Subscription receivable 
 (11,000) 
 - 

Accumulated deficit 
 (31,600,305) 
 (27,888,258)

Total stockholders’ deficit 
 (6,060,609) 
 (4,620,577)

  
    
   

Total liabilities and stockholders’ deficit 
$151,770  
$531,374 

 
The
accompanying notes are an integral part of the consolidated financial statements.
 

F-4
 

 
IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Statement of Operations
For
the Years Ended January 31,
 


  
2024  
2023 

Revenue 
$-  
$- 

  
    
   

Operating expenses 
    
   

Professional fees 
 524,931  
 240,324 

Payroll and related expenses 
 318,561  
 963,055 

Rent expense 
 42,000  
 42,000 

Stock-based stock compensation 
 2,043,909  
 2,769,292 

Other general and administrative expenses 
 75,283  
 138,214 

Total operating expenses 
 3,004,684  
 4,152,885 

  
    
   

Operating loss 
 (3,004,684) 
 (4,152,885)

  
    
   

Other income (expense) 
    
   

Amortization of beneficial conversion feature 
 (261,062) 
 (6,095)

Amortization of debt discount 
 (45,266) 
 - 

Gain on disposal of asset 
 -  
 200,458 

Interest expense 
 (401,035) 
 (340,948)

Total other income (expense) 
 (707,363) 
 (146,585)

  
    
   

Net loss 
$(3,712,047) 
$(4,299,470)

  
    
   

Basic and diluted net loss per common share 
$(0.02) 
$(0.18)

Basic and diluted weighted average common shares outstanding 
 211,294,527  
 24,183,399 

 

The
accompanying notes are an integral part of the consolidated financial statements.
 

F-5
 

 

IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Statements of Changes in Stockholders’ Deficit
For
the Years Ended January 31, 2024 and 2023
 


  
   
   
   
   
   
   
   
  

  
   
   
   
   
Additional  
   
Accumu-  
  

  
Preferred Stock  
Common Stock  
Paid-in  
Subscription  
lated  
  

  
Shares  
Amount  
Shares  
Amount  
Capital  
Receivable  
Deficit  
Total 

Balance, January 31, 2022 
 -  
$-  
 20,054,000  
$20,054  
$232,861  
$-  
$(8,547,688) 
$(8,294,773)

Common stock issued for ICUMO 
 -  
 -  
    
 -  
    
    
 -  
 - 

Recapitalization 
 -  
 -  
 182,240,000  
 182,240  
 19,378,067  
 -  
 (15,041,100) 
 4,519,207 

Common stock options issued for services 
 -  
 -  
 6,163,823  
 6,164  
 967,129  
 -  
    
 973,293 

Issuance of warrants for common stock 
 -  
 -  
 -  
 -  
 1,796,000  
 -  
 -  
 1,796,000 

Beneficial conversion feature on convertible notes payable 
 -  
 -  
 -  
 -  
 685,166  
 -  
 -  
 685,166 

Net loss for the period ended January 31, 2023 
 -  
 -  
 -  
 -  
 -  
 -  
 (4,299,470) 
 (4,299,470)

Balance, January 31, 2023 
 -  
$-  
 208,457,823  
$208,458  
$23,059,223  
$-  
$(27,888,258) 
$(4,620,577)

  
    
    
    
    
    
    
    
   

Balance, January 31, 2023 
 -  
$-  
 208,457,823  
$208,458  
$23,059,223  
$-  
$(27,888,258) 
$(4,620,577)

Balance 
 -  
$-  
 208,457,823  
$208,458  
$23,059,223  
$-  
$(27,888,258) 
$(4,620,577)

Common stock issued for services 
 -  
 -  
 2,345,836  
 2,345  
 307,008  
 -  
 -  
 309,353 

stock-based compensation 
 -  
 -  
 -  
 -  
 1,324,731  
    
 -  
 1,324,731 

Warrants issued 
 -  
 -  
 -  
 -  
 103,846  
 -  
 -  
 103,846 

Conversion of liabilities to common stock 
 -  
 -  
 3,844,073  
 3,845  
 265,240  
 -  
 -  
 269,085 

Issuance of preferred stock and warrants for common stock 
 23  
 -  
 -  
 -  
 276,000  
 (11,000) 
 -  
 265,000 

Net loss for the period ended January 31, 2024 
 -  
 -  
 -  
 -  
 -  
 -  
 (3,712,047) 
 (3,712,047)

Balance, January 31, 2024 
 23  
$-  
 214,647,732  
$214,648  
$25,336,048  
$(11,000) 
$(31,600,305) 
$(6,060,609)

Balance 
 23  
$-  
 214,647,732  
$214,648  
$25,336,048  
$(11,000) 
$(31,600,305) 
$(6,060,609)

 
The
accompanying notes are an integral part of these consolidated financial statements.
 

F-6
 

 

IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Consolidated
Statements of Cash Flows
For
the Years Ended January 31,
 


  
2024  
2023 

Cash flows from operating activities: 
    
   

Net loss 
$(3,712,047) 
$(4,299,470)

Adjustments to reconcile net loss to net cash used in operating activities: 
    
   

Stock-based compensation 
 2,043,909  
 2,769,292 

Amortization of beneficial conversion feature 
 261,062  
 6,095 

Amortization of debt discount 
 45,266  
 - 

Convertible notes payable issued for expenses 
 -  
 360,666 

Expenses paid by parent company 
 -  
 395,735 

Change in assets and liabilities: 
    
   

Prepaid expenses 
 (21,624) 
 5,000 

Accounts payable and accrued expenses 
 78,757  
 281,639 

Accrued expenses - related party 
 288,689  
 83,333 

Accrued interest 
 147,560  
 250,136 

Net cash used in operating activities 
 (868,428) 
 (147,574)

  
    
   

Cash flows from financing activities: 
    
   

Proceeds from convertible notes payable 
 202,200  
 - 

Proceeds from sale of preferred stock 
 265,000  
 - 

Proceeds from notes payable 
 -  
 361,000 

Net cash provided by financing activities 
 467,200  
 361,000 

  
    
   

Net increase in cash 
 (401,228) 
 213,426 

  
    
   

Cash at beginning of period 
 431,374  
 217,948 

  
    
   

Cash at end of period 
$30,146  
$431,374 

  
    
   

Cash paid for interest 
$-  
$90,813 

Cash paid for taxes 
$-  
$- 

  
    
   

Non-cash investing and financing activities: 
    
   

Conversion of liabilities into common stock 
$269,085  
$- 

Beneficial conversion feature on convertible debt 
$-  
$685,166 

 
The
accompanying notes are an integral part of these consolidated financial statements.

 

F-7
 

 

IDAHO
COPPER CORPORATION
(f/k/a
Joway Health Industries Group Inc.)
Notes
to the Consolidated Financial Statements
January
31, 2024
 
NOTE
1 – NATURE OF OPERATIONS
 
The
accompanying consolidated financial statements include the financial statements of Idaho Copper Corporation (formerly known as Joway
Health Industries Group Inc.) (referred to herein as “Idaho Copper”). Idaho Copper is hereinafter referred to as the “Company,”
“we” and “us.”
 
On
February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022
(the “Purchase Agreement”), by and among the Company, Crystal Globe Limited, a company incorporated under the laws of British
Virgin Islands (the “Seller”), and JHP Holdings, Inc., a Nevada corporation (the “Buyer”), pursuant to which
the Buyer purchased 16,644,820 shares of common stock of the Company from the Seller.
 
On
January 23, 2023, the Company entered into and consummated the transactions contemplated by a share exchange agreement (the “Share
Exchange Agreement”) by and among the Company, International CuMo Mining Corporation, an Idaho corporation (“ICUMO”),
and all of the shareholders of ICUMO (collectively, the “ICUMO Shareholders”). Pursuant to the terms of the Share Exchange
Agreement (the “RTO”), the ICUMO Shareholders transferred all the issued and outstanding shares of common stock of ICUMO
to the Company in exchange for 182,240,000 shares of the Company’s common stock, par value $0.001 per share. As a result of this
share exchange (the “Exchange”), ICUMO became a wholly owned subsidiary of the Company. See Note 7. For financial reporting
purposes, the acquisition of ICUMO and the change of control in connection with the acquisition represented a “reverse merger”
and ICUMO is deemed to be the accounting acquirer in the transaction. ICUMO is the acquirer for financial reporting purposes, and the
Company is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial
statements prior to the acquisition are those of ICUMO.
 
The
Company continues to be a “smaller reporting company,” as defined under the Exchange Act of 1934, as amended (the “Exchange
Act”) following the Exchange, however, as a result of the Exchange, the Company has ceased to be a “shell company”
(as such term is defined in Rule 12b-2 under the Exchange Act).
 
ICUMO
Background
 
ICUMO
is an exploration and development company with mineral right interests in the United States of America. ICUMO was originally incorporated
under the laws of Nevada in 2005, as Mosquito Mining Corp. In 2013, the Company was moved to Idaho and the name changed to Idaho CuMo
Mining Corporation. In early February 2023 the name was changed to Idaho Copper Corporation.
 
Nature
of Operations
 
The
Company is in the process of exploring its mineral rights interests in the United States and at the date of these consolidated
financial statements, has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves.
Accordingly, the carrying amount of mineral right interests represents cumulative expenditures incurred to date and does not necessarily
reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves
and the ability of the Company to obtain the necessary financing to complete their exploration and development and to resolve any environmental,
regulatory, or other constraints. Uncertainty also exists with respect to the recoverability of the carrying value of certain mineral
rights interests. The ability of the Company to realize its investment in resource properties is contingent upon the resolution of the
uncertainties and confirmation of the Company’s title to the mineral properties.
 
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis
of Presentation
 
The
Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) and has a year-end of January 31. On March 9, 2023, the Company filed with the State of Nevada for a year-end
change from December 31 to January 31. The consolidated financial statements are based on the balance sheets and statements
of operations of ICUMO on a post-merger basis.
 
Principles
of Consolidation
 
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances
and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented
in accordance with US GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations
of the SEC.
 

F-8
 


 
Liquidity
and Going Concern
 
We
have incurred recurring losses since inception and expect to continue to incur losses as a result of legal, stock-based
compensation, professional fees and our corporate general and administrative expenses. On January 31, 2024, we had $30,146
in cash. Our net loss incurred for the year ended January 31, 2024 was $3,712,047
and the working capital deficit was $1,868,607 
on January 31, 2024. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we
are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce
or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on
our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional
funding through increased revenues and future financing. There can be no assurance as to the availability or terms upon which such
financing and capital might be available. The accompanying consolidated financial statements have been prepared assuming that the
Company will continue as a going concern.
 
Use
of Estimates
 
The
preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
 
Cash
 
Cash
is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances
exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000.
From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes
large banking institutions which it believes mitigates these risks. 
 
Stock-Based
Compensation
 
The
Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation,
and Certain Redeemable Financial Instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options
and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is
recognized as an expense over the requisite service periods using the straight-line attribution method.
 
Fair
Value of Financial Instruments
 
The
book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature
of these instruments. The fair value hierarchy under US GAAP distinguishes between assumptions based on market data (observable inputs)
and an entity’s own assumptions (unobservable inputs).
 
The
hierarchy consists of three levels
 


 
●
Level
    one — Quoted market prices in active markets for identical assets or liabilities;

 
●
Level
    two — Inputs other than level one inputs that are either directly or indirectly observable; and

 
●
Level
    three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect
    those assumptions that a market participant would use.

 
Determining
which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures
each quarter.
 
Net
Loss Per Share
 
Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by FASB, ASC Topic 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by
dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common
share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents
outstanding. The Company has 120,358,262 dilutive shares (related to the convertible notes (see Note 4)) of common stock as of January 31, 2024, which were excluded from the net loss per share calculation because the effect would be anti-dilutive.
 

F-9
 


 
Income
Taxes
 
The
Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets
and liabilities and loss carryforwards and their respective tax bases.
 
Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those
temporary differences are expected to be recovered or settled.
 
The
effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation
allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
 
Tax
benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position
taken on an income tax return. The Company has no liability for uncertain tax positions as of January 31, 2024. Interest and penalties,
if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest
or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the year ended January 31, 2024.
 
Recently
Issued and Adopted Accounting Pronouncements
 
In
August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for convertible Instruments and Contracts in
an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of
liabilities and equity. This ASU significantly changes the guidance on the issuer’s accounting for convertible instruments and
the guidance on the derivative scope exception for contracts in an entity’s own equity so that fewer conversion features will
require separate recognition, and fewer freestanding instruments, like warrants with require liability treatment. ASU 2020-06 is
effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company is still considering the
effect of this.
 
Convertible
Debentures
 
The
Company presents convertible debentures separately in its debt and equity components within the balance sheet. The fair value
of a compound instrument at issuance is assigned to its respective debt and equity components. The fair value of the debt component is
established first with the equity component being determined by the residual amount.
 
The
Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the
date in which they are granted. Estimating fair values for share-based payment transactions requires determining the most appropriate
valuation model, which is dependent on the terms and conditions of the grant.
 
The
fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model,
which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants,
and future dividends. Compensation expenses are recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model
and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation
expense recorded in future periods.
 
Unproven
Mineral Right Interests
 
The
Company capitalizes into intangible assets all costs, net of any recoveries, of acquiring, exploring, and evaluating an unproven mineral
right interest, until the rights to which they relate are placed into production, at which time these deferred costs will be amortized
over the estimated useful life of the rights upon commissioning the property, or written-off if the rights are disposed of, impaired
or abandoned.
 

F-10
 

 

Management
reviews the carrying amounts of mineral rights annually or when there are indicators of impairment and will recognize impairment based
upon current exploration results and upon assessment of the probability of profitable exploitation of the rights. An indication of impairment
includes but is not limited to expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor
planned, and if the entity has decided to discontinue exploration activity in a specific area. Management’s assessment of the mineral
right’s fair value is also based upon a review of other mineral right transactions that have occurred in the same geographic area
as that of the rights under review.
 
Costs
include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Rights acquired under option
or joint venture agreements, whereby payments are made at the sole discretion of the Company, are not accrued and are only recorded in
the accounts when the payments are made. Proceeds from property option payments received by the Company are netted against the deferred
costs of the related mineral rights, with any excess being included in operations.
 
The application of the Company’s accounting policy for unproven mineral right interests requires judgment in
determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future
events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized,
information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a
corresponding charge to profit or loss in the period in which the new information becomes available.
 
There
may be material uncertainties associated with the Company’s title and ownership of its unproven mineral right interests. Ordinarily
the Company does not own the land upon which an interest is located, and title may be subject to unregistered prior agreements or transfers
or other undetected defects. 
 
Impairment
of Long-Lived Assets
 
The
Company’s long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with
the guidance of the FASB ASC Topic 360-10, Property, Plant, and Equipment. Long lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to
be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge
is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
 
Reclamation
provision
 
An
obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration,
development, or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site
preparation work, discounted to their net present value, are provided and capitalized at the start of each project to the carrying amount
of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of
money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related
asset, through amortization using either the unit-of-production or straight-line method. The related liability is adjusted for each period
for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying
cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during
production are provided for at their net present values and charged against profits as extraction progresses. As of January 31, 2024,
there are no costs as production has not yet commenced.
 
Related
party transactions
 
Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject
to common control or significant common influence, related parties may be individuals or corporate entities. A transaction is considered
to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions
that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a
cost recovery basis.
 
Stock
Purchase Warrants
 
The
Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities
from Equity. We determine the accounting classification of warrants we issue, as either liability or equity classified, by first
assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified
if the warrants are mandatorily redeemable, obligate us to settle the warrants or the underlying shares by paying cash or other assets,
and warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet the liability classification
under ASC 480-10, we assess the requirements under ASC 815-40, which states that contracts that require or may require the issuer to
settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that
triggers the net cash settlement feature.
 
If
the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, we also assess whether
the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other US GAAP. After
all such assessments, we conclude whether the warrants are classified as liability or equity. Liability classified warrants require fair
value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the
statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent
to the issuance date.
 

F-11
 


 

NOTE
3 – RECLAMATION BONDS AND PROVISIONS
 
Reclamation
Bonds and Provisions
 
During
2016, the Company entered into a surety agreement that guarantees the reclamation bond on the CuMo Property. In order to maintain the
good standing of this surety, the Company is required to make an annual payment of $8,340. The Company has a deposit of $100,000 (as
reflected in other assets on the balance sheet) for the reclamation bond which has a face value of $278,000 as determined by the United
States Department of Agriculture Forest Service.
 
The
security deposit is refundable when the Company completes the required reclamation clean-up costs.
 
Although
the Company does not currently have any obligations related to significant reclamation activities it has recorded provisions
for estimated reclamation costs based on the assumption that the amounts of the reclamation bonds posted with government authorities
and the amount of the non-current deposit (surety deposit), approximate the best estimate of the net present value of expected future
reclamation costs that may need to be incurred by the Company.
 
The
estimated reclamation provision is comprised of deposits to the Bureau of Land Management, the United States Forest Service, the third-party
provider of the surety, and other agencies for the above properties.
 
NOTE
4 – CONVERTIBLE NOTES
 
The
Company has $1,100,200 in convertible secured notes payable at January 31, 2024 as follows:
SCHEDULE OF CONVERTIBLE SECURED NOTES PAYABLE 


  
   
  
Issue  
Maturity  
Conversion  
Conversion  
Warrants  
Exercise  
Warrant 

  
Balance  
Collateral 
Date  
Date  
Price  
Shares  
Shares  
Price  
Expiration 

Steven Rudofsky 
$125,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 1,250,000  
 1,250,000  
$0.15  
 1/23/28 

Feehan Partners, LP 
$87,334  
Property 
 1/23/23  
 7/23/25  
$0.10  
 873,340  
 873,340  
$0.15  
 1/23/28 

The Jeffrey V. and Karin R. Hembrock Revocable Trust 
$100,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 1,000,000  
 1,000,000  
$0.15  
 1/23/28 

The Gaitonde Living Trust, Girish Gaitonde Trustee 
$100,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 1,000,000  
 1,000,000  
$0.15  
 1/23/28 

Corey Redfield 
$50,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 500,000  
 500,000  
$0.15  
 1/23/28 

PV Partners, LP 
$75,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 750,000  
 750,000  
$0.15  
 1/23/28 

Shaun Dykes 
$30,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 300,000  
 300,000  
$0.15  
 1/23/28 

Patricia Czerniej 
$30,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 300,000  
 300,000  
$0.15  
 1/23/28 

James Dykes 
$30,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 300,000  
 300,000  
$0.15  
 1/23/28 

Jason Czerniej 
$30,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 300,000  
 300,000  
$0.15  
 1/23/28 

Louise Dykes 
$30,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 300,000  
 300,000  
$0.15  
 1/23/28 

Andrew Brodkey 
$98,000  
Property 
 1/23/23  
 7/23/25  
$0.10  
 980,000  
 980,000  
$0.15  
 1/23/28 

Feehan Partners, LP 
$112,666  
Property 
 1/23/23  
 7/23/25  
$0.10  
 1,126,660  
 1,126,660  
$0.15  
 1/23/28 

Gil Atzmon 
$102,200  
Property 
 5/8/23  
 11/8/25  
$0.23  
 440,000  
 550,000  
$0.23  
 5/8/26 

Jon Powell 
$100,000  
Property 
 5/8/23  
 11/8/25  
$0.23  
 434,783  
 543,479  
$0.23  
 5/8/26 

Total 
$1,100,200  
  
    
    
    
 9,854,783  
 10,073,479  
    
   

 
There
are debt discounts and beneficial conversion features on the above notes payable of $475,201.
The Company amortizes the beneficial conversion feature over the life of the note payable using the straight-line method which it believes
approximates the effective interest method.
 
As
part of the issuance of replacement notes and warrants for the issued and outstanding convertible notes and warrants of ICUMO, the Company
recognized a loss on extinguishment of liabilities of approximately $1,774,000
during the year ended January 31, 2023. This
amount is included within ‘stock-based compensation’ on the accompanying statement of operations.
 
The following are the inputs to the Black-Scholes
option pricing model used to estimate the value of the above warrants at issuance:
SCHEDULE OF ESTIMATED FAIR VALUE ASSUMPTIONS 


  
2024  
2023 

Stock price 
$0.22  
$0.22 

Exercise price 
$0.23  
 $0.15 – 0.23 

Expected volatility(a) 
 1,608% 
 168 - 359%

Expected term (years) 
 3  
 3 – 5 

Risk free rate 
 4.84% 
 2.97 – 3.23%

Dividends 
 0% 
 0%

 


 
(a)
The Company derived expected volatility using the average volatility for a sample of comparable companies due to the thinly traded nature of the Company’s stock for issuances during the year ended January 31, 2023. 



 

F-12
 


 
NOTE
5 – BOND LIABILITIES
 
The
Company has bond liabilities as of January 31, 2024, as follows:
 
 SCHEDULE
OF BOND LIABILITIES


  
Principal Amount  
Note Date 
Maturity Date

Yin Yin Silver Limited 
$500,000  
8/14/2015 
8/4/2025

Yin Yin Silver Limited 
$500,000  
10/28/2016 
10/28/2026

Yin Yin Silver Limited 
$250,000  
12/27/2017 
12/27/2024

Barry Swenson 
$500,000  
12/31/2017 
12/31/2025

Don H. Adair or Joanne Adair 
$125,000  
2/15/2017 
2/15/2025 (a)

Joseph Swinford or Danielle Swinford 
$50,000  
2/15/2017 
2/15/2025 (a)

Brandon Swain or Sierra Swain 
$50,000  
2/15/2017 
2/15/2025 (a)

Scott Collins or Kendra Collins 
$12,500  
2/15/2017 
2/15/2025 (a)

Carl Collins or Ellen Collins 
$12,500  
2/15/2017 
2/15/2025 (a)

Jim Hammerel 
$5,000  
9/21/2017 
9/21/2024

Bret Renaud 
$5,000  
10/14/2017 
10/14/2024

Elatam Group Ltd 
$67,000  
8/24/2021 
5/31/2028

James Hardy 
$7,000  
8/24/2021 
5/31/2028

Acepac Holdings 
$1,000,000  
8/24/2021 
5/31/2028

Rick Ward 
$15,000  
8/24/2021 
5/31/2028

Robert & Joan Sweetman 
$10,000  
7/1/2018 
7/1/2025

Michael Swenson 
$10,000  
7/1/2018 
7/1/2025

Connie Sun 
$3,000  
7/1/2018 
7/1/2025

Elizabeth Enoch 
$10,000  
8/1/2018 
7/1/2025

William C. Stanton and Carol Stanton 
$3,000  
7/1/2018 
7/1/2025

Total 
$3,135,000  
  
 


 


 
(a)
On
    September 25, 2023, these notes were extended from February 15, 2024, to February 15, 2025. The extension was analyzed for modification
    versus extinguishment and was determined to be a modification.


 
The
maturities of the bond liabilities as of January 31, 2024 for the future fiscal years are as follows:
 SCHEDULE OF MATURITIES OF THE BOND LIABILITIES


  
   

2025 
$- 

2026 
 1,546,000 

2027 
 500,000 

2028 
 - 

2029 
 1,089,000 

Thereafter 
 - 

Total 
$3,135,000 

 
 
NOTE
6 – RELATED PARTY TRANSACTIONS
 
On
March 31, 2023, the Company issued 879,628 shares of common stock to Brodkey (108,024 shares), Scannell (385,802 shares), Kolodner (192,901
shares), and Rudofsky (192,901 shares) in exchange for the conversion of accrued compensation of $18,000, $62,500, $31,250, and $31,250,
respectively. The shares were valued at fair value at $0.162 per share. See Note 7.
 
As
of January 31, 2024, the Company has accrued compensation of $370,135 for its officers as recorded in accrued expenses to related parties.
The Company compensated its officers $806,667 for the year ended January 31, 2024.
 
On
January 23, 2023, the Company issued convertible notes payable to the following: Steven Rudofsky (“Rudofsky”), Chairman and
CEO, for $125,000; Feehan Partners LP (“Feehan”), controlled by Robert Scannell, CFO and Director, for $87,334 and $112,666;
Andrew Brodkey (“Brodkey”). COO and Director, for $98,000; and Shaun Dykes (“Dykes”), former Vice President and
former Director, for $150,000 (issued to Dykes and related parties to Dykes).
 
On
March 22, 2023, Shaun Dykes resigned as Vice President and Director.
 
As
of January 31, 2024, the Company has payables of $54,611 to Brodkey.
 
NOTE
7 – STOCKHOLDERS’ EQUITY
 
Preferred
Stock
 
The
Company has authorized share capital of 10,000,000 shares of preferred stock with par value of $0.001.
 
On
January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for
an aggregate of 23 (“Units”) at a price of $12,000 per Unit. Each Unit comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock,
$0.001 par value per share (the “Series A Preferred Stock”), and (ii) 62,500
common stock purchase warrants (the “Warrants”). The rights and preferences of the Series A Preferred Stock,
include without limitation, the right of each holder thereof to convert each share of Series A Preferred Stock into 50,000
shares of the Company’s common stock, par value $0.001
par value per share (“Common Stock”), as set forth in the Certificate of Designation of Series A Convertible Non-Voting
Preferred Stock (the “Certificate of Designation”). The Warrant holders have the right to exercise the Warrants for
three (3)
years at an exercise price of $0.24
per share of Common Stock. The Units were offered and sold in reliance upon exemptions from the registration requirements provided
by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. The Company
has agreed to file a registration statement to cover the re-sale of the shares of Common Stock issuable upon the conversion of the
Series A Preferred Stock, and upon the exercise of the Warrants. The Company intends to utilize the net proceeds from the sale of
the Units in the Offering for working capital and general corporate purposes.
 
The warrants issued through January 31, 2024 had
a Black-Scholes fair value of $156,746
for the 1,125,000
warrants issued.
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS
 


Stock price 
$0.07
– 0.20 

Exercise price 
$0.24 

Expected volatility 
 521 -1,042%

Expected term (years) 
 3 

Risk free rate 
 4.05 – 4.45%

Dividends 
 0%

 
As
of January 31, 2024, and 2023, the Company had 23 and 0 shares issued and outstanding.
 

F-13
 

 

Common
Stock
 
The
Company has authorized share capital consisted of 500,000,000 shares of common stock with par value of $0.001.
 
On
January 23, 2023, the Company issued 182,240,000 for the transaction with ICUMO (see Note 1).
 
On
January 23, 2023, the Company issued 5,467,200 shares of common stock to Newbridge Securities and affiliates for investment banking services
related to the Company’s transaction with ICUMO. The shares were valued at $0.15 per share or $820,080.
 
On
January 23, 2023, the Company issued 446,623 shares of common stock to Steven Delonga and John Hedges for services. The shares were valued
at $0.15 per share or $66,993.
 
On
January 23, 2023, the Company issued 250,000 shares of common stock to David Lubin for consulting services. The shares were valued at $0.15
per share or $37,500.
 
On
March 31, 2023, the Company issued 879,628
shares of common stock to Brodkey (108,024
shares), Scannell (385,802
shares), Kolodner (192,901
shares), and Rudofsky (192,901
shares) in exchange for the conversion of accrued compensation of $18,000,
$62,500,
$31,250,
and $31,250,
respectively. The shares were valued at $0.162
per share or $142,500. The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the
shares equaled the value of the liabilities extinguished.
 
On
August 19, 2023, the Company issued 3,844,073
shares of common stock to Brodkey (326,190
shares), Scannell (1,190,471
shares), Kolodner (595,236
shares), Rudofsky (595,236
shares), employees and consultants (1,136,940
shares) in exchange for the conversion of accrued compensation of $22,833,
$83,333,
$41,667,
$41,667,
and $79,585,
respectively. The shares were valued at $0.07
per share or $269,085
based on the closing price of the Company’s stock on the grant date. The Company recognized did not recognize a gain or loss on the extinguishment as the fair value of the shares equaled the value of
the liabilities extinguished.
 
On November 2, 2023, the Company
issued 1,466,208
shares of common stock for services and recognized stock-based compensation expense. The shares were valued at $0.21
per share or $309,353
based on the closing price of the Company’s common stock on the grant date.
 
As
of January 31, 2024, the Company had 214,647,732 shares issued and outstanding.
 
Options
 
On
January 23, 2023, as part of the RTO, the Company accepted the assignment of the stock options for common stock from ICUMO to the
Company, as consented by the parties. The Company has 56,615,000
options issued to various officers, directors and employees, based on milestones. As of January 31, 2024 and 2023, 22,646,000
and 11,323,000
options have vested, respectively. The exercise price for the options is $0.125
and they expire on December
31, 2027. The Company recognized $1,324,731
and $0
during the years ended January 31, 2024 and 2023, respectively, in stock based compensation expense related to the vesting of these
options. The remaining additional compensation to be recognized as these options vest is approximately $757
thousand based on the current estimated probability of reaching the vesting milestones as of January 31, 2024. The Company estimated the value of the
options using a Black-Scholes option pricing model with the following inputs:
 
SUMMARY
 OF ESTIMATED VALUE OF OPTIONS  


Stock price 
$0.22 

Exercise price 
$0.13 

Expected volatility(a) 
 111.10% - 265.18%

Expected term (years) 
 2 - 3 

Risk free rate 
 3.88%

Dividends 
 0%

 

(a)The Company derived expected volatility using the average volatility for
a sample of comparable companies due to the thinly traded nature of the Company’s stock. 
 
The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s
common stock to a national exchange and (3) the successful raising of $5 million or more in new capital. Each of these milestones vest
an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2024. Management
reviews the estimate of meeting each probability as well as the related timing at each reporting period.
 
Warrants
 
On
January 23, 2023, as part of the RTO, the Company accepted the assignment of the warrants for common stock from ICUMO to the Company,
as consented by the parties. These warrants were related to a private placement memorandum for ICUMO in May 2022 and June 2022. As of
January 31, 2024 and 2023, 41,540,000 warrants are outstanding. The exercise price for the warrants are $0.15 and they expire on May
11, 2027.
 
On
May 8, 2023, as part of two convertible notes (see Note 4), the Company issued 1,093,479 warrants with an exercise price of $0.23. The
warrants expire on May 8, 2026.
 

On August 14, 2023, November 13,
2023, November 22, 2023 and January 31, 2024, as part of the purchase of preferred stock in the amount of $216,000, the Company
issued a combined 1,125,000
warrants with an exercise price of $0.24.
The warrants expire three
years after issuance. The Black-Scholes value for the warrants was $112,867.
 
On November 17, 2023, as part of the
purchase of preferred stock in the amount of $24,000, the Company issued 125,000
warrants with an exercise price of $0.24.
The warrants expire on November
17, 2026. The Black-Scholes value for the warrants was $12,537.
 
On December 8, 2023, as part of the
purchase of preferred stock in the amount of $24,000, the Company issued 125,000
warrants with an exercise price of $0.24.
The warrants expire on December
8, 2026. The Black-Scholes value for the warrants was $12,537.
 
On December 8, 2023, as part of the
purchase of preferred stock in the amount of $12,000, the Company issued 62,500
warrants with an exercise price of $0.24.
The warrants expire on December
8, 2026. The Black-Scholes value for the warrants was $6,268.
 
As
of January 31, 2024, the Company had 8,980,000 warrants
outstanding with an exercise price of $0.15,
which relate to the convertible notes dated January 23, 2023 (see Note 4), 1,093,479 warrants
outstanding with an exercise price of $0.23 (see
Note 4), which relate to the convertible notes
dated May 8, 2023, 41,540,000 warrants with an exercise price of $0.15, which related to the RTO transaction (Note 1), and 1,125,000
warrants issued in connection with the sale of the Company’s Series A Convertible Non-Voting Preferred Stock (see above). The total
outstanding warrants as of January 31, 2024 and 2023 was 52,738,479 and 51,613,479, respectively.
 
NOTE
8 – COMMITMENTS AND CONTINGENCIES
 
The
Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse
outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash
flows.
 
Certain
conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company,
but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel
assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought therein.
 
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If
the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable
and material, would be disclosed.
 

F-14
 


 
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee
would be disclosed.
 
Prior to the RTO, the Company was subject to a lease agreement for a warehouse
which the Company may have defaulted on prior to the RTO. The lessor was seeking past due rent and default interest associated with the
lease . During the year ended January 31, 2024, management sought to cure any potential defaults and regain access to leased warehouse
space. from the lessor. The lessor and the Company are currently negotiating a potential amendment to the previous lease agreement which
would remedy any potential defaults under that agreement. The revised lease agreement includes an additional amount of $158,943 to cure
the alleged default. The scheduled payments of this amount is $100,000 having been paid during March 2024 and the remaining balance to
be paid monthly at $6,000 beginning May 1, 2024 and ending on February 1, 2025.
 
NOTE
9 – INCOME TAXES
 
As
of January 31, 2024 and 2023, the Company has net operating loss carry forwards of $751,916 and $397,846, respectively, which may be
available to reduce future years’ taxable income through 2043. The Company’s net operating loss carry forwards may be subject
to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section
382 of the Internal Revenue Code.
 
The
Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying
the United States Federal tax rate of 21% and state rate of 5% to loss before taxes for fiscal years 2024 and 2023), as follows:
 SCHEDULE OF TAX EXPENSE FOR FEDERAL INCOME
TAX PURPOSES


  
January 31, 2024  
January 31, 2023 

Tax expense (benefit) at the statutory rate 
$(285,980) 
$(321,337)

State income taxes, net of federal income tax benefit 
 (68,090) 
 (76,509)

Change in valuation allowance 
 354,070  
 397,846 

Total 
$-  
$- 

 
The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred
tax assets and liabilities.
 
The
tax year 2024 and 2023 remains open for examination by federal agencies and other jurisdictions in which it operates.
 
The
tax effect of significant components of the Company’s deferred tax assets and liabilities at January 31, 2024 and 2023 are as follows:
 SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES


  
January 31, 2024  
January 31, 2023 

Deferred tax assets: 
    
   

Net operating loss carryforward 
$751,916  
$397,846 

Timing differences 
 -  
 - 

Total gross deferred tax assets 
 751,916  
 397,846 

Less: Deferred tax asset valuation allowance 
 (751,916) 
 (397,846)

Total net deferred taxes 
$-  
$- 

 
In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
 
Because
of the historical earnings history of the Company, the net deferred tax assets for 2024 and 2023 were fully offset by a 100% valuation
allowance. The valuation allowance for the remaining net deferred tax assets was $751,916 and $397,846 as of January 31, 2024 and 2023,
respectively.
 


F-15
 


 
NOTE
10 – SUBSEQUENT EVENTS
 
The
Company has evaluated subsequent events from the consolidated balance sheet through the date of this filing and determined there
were no events to disclose or that require recognition in the accompanying consolidated financial statements than as stated below.

 
Between February and April 2024, we entered into
subscription agreements (each a “Subscription Agreement”) with certain accredited investors (each, a
“Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the
Subscribers in a private placement offering (the “Offering”), units (each, a “Unit” and, collectively, the
“Units”), for a purchase price of $12,000 per Unit, for gross proceeds of $1,952,000.
Each Unit consists of one (1) share of the Company’s Series A Convertible
Non-Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 62,500 common stock
purchase warrants (the “Warrants”). Each share of Preferred Stock converts into
50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Warrant entitles the
holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share.
 
In April 2024, holders of $1,099,200 par value of
Convertible Secured Notes issued between December 2022 and May 2023 elected to convert those notes to common equity. The conversion
price of the notes was $0.075, resulting in the issuance of 12,848,116 common shares.
 
In April 2024, the officers of the company, Steven
Rudofsky, CEO, Andrew Brodkey, COO, and Robert Scannell, CFO each elected to exercise 5,360,000 vested stock options with a strike price
of $0.125 and an expiration date of September 30, 2027. All options were exercised on a cashless basis, resulting in the issuance of 3,385,000
shares per officer, or a total of 11,055,000 common shares.
 
Shaun Dykes, a geological consultant to the company,
also elected to exercise 5,360,000 vested stock options with a strike price of $0.125 and an expiration date of September 30, 2027. The
options were exercised on a cashless basis, resulting in the issuance of 3,685,000 shares.
 
During April 2024, various warrant holders, including the Company’s
management, elected to exercise a total of 7,640,001 warrants with a strike price of $0.15 and expiration dates between December 10, 2027
and January 10, 2028. The warrants were issued on a cashless basis, resulting in the issuance of 4,781,253 common shares.


 
Additionally, the Company issued 1,195,427 shares of common stock to various
individuals, including members of management, for services and the conversion of accrued payroll subsequent to January 31, 2024.

 

F-16

 
 
